Puella Magi Super Smash Magica (Republished)
by Crossgap
Summary: With the sudden appearance of Walpurgisnacht earlier in the timeline and the abnormal dimensional distortions that not even Homura can comprehend, the girls and Kyubey mysteriously gets sent to various worlds to find out the true cause of the problem. The Puella Magi must face the challenges of each world to prevent Mitakihara's collapse while Madoka struggles to make a contract.
1. Night of Walpurgis

**Puella Magi Super Smash Magica**

(a Madoka Magica & Super Smash Bros. crossover)

**Author's Note: "I have long since been a fan of the Super Smash Bros. series and I'm excited for the new release of SSB4. So to commemorate this, I'll be creating a crossover between this and the beautiful gem of an anime created called Puella Magi Madoka Magica because let's face it: we all have dreams."**

"**Just to let you know that this will be an adventure-based crossover where all five girls and Kyubey travel in-between the worlds that make up the Smash universe. Yes, I am aware that Game2002 and Specter24 already created crossovers like this so the credit goes to them, but this story however will be different. I will not be ripping off elements from their stories, instead the main focus is the girls chasing the Witch Walpurgisnacht throughout the worlds as Madoka struggles to make a wish with Kyubey, just to maintain the emotional feel of Madoka Magica."**

"**With that said, let the Puella Magi's journey begin!"**

**DISCLAIMER: Madoka Magica belongs to the Magica Quartet, Hanokage, Gen Urobuchi, and Shaft Studio. Super Smash Bros. and other franchises belong to Masahiro Sakurai, Nintendo, SEGA, HAL Laboratory, and Project Sora. I do not own anything from both series.**

* * *

**Prologue: Night of Walpurgis ~The Dream**

"Hfff…hfff….hfff…hfff…"

Kaname Madoka – second-year of the Mitakihara Middle School – Wanders endlessly through an eerie dimension comprising of strange, checker-like patterns on the floor. Everywhere she looked, there are signs and structures of Mitakihara Town, floating ominously around the area and organized into unusual patterns.

"Hfff…hfff…hfff…hfff…"

Madoka continues to run desperately, trying to get out of this strange dimension. She eventually reaches a long stairway leading upwards and climbs the stairs up into a door. Madoka opens it, and steps out to find a frightening apocalyptic scene that sends a shock of horror to her eyes. The sky was covered in dark clouds that obscure sun light and what was once Mitakihara Town is now nothing but ruins. Buildings were leveled, streets and residential areas were completely destroyed, and everything that had made Mitakihara so memorable was reduced to rubble and taken back by the Earth. Madoka was sure there were no survivors left. Nothing can survive the manifested destruction that is the Great Witch Walpurgisnacht, floating in the sky and destroying everything with her powerful magic. The only one standing and confronting this monstrosity is Akemi Homura, determined to defeat this Witch and save Madoka once and for all. Homura tries to get in close for an attack but Walpurgisnacht fires a powerful barrage of magic blasts at her approaching adversary. There were too many and they quickly overwhelm Homura, hitting her with such high knockback that she is sent flying into the ground like a meteor. All Madoka could do is watch in fear at the thought that another friend is going to die in her eyes.

"Homura-chan!"

"_Do you want to change your destiny? Madoka._"

Responding to the voice, Madoka turns to look at the Incubator Kyubey who was standing right behind her.

"Huh?"

"_You can change everything in this world. You have the power to make that happen._"

"R…Really?"

Inside the crater, Homura struggles to get up from the rubble. Severely bruised and coughing up blood, Homura staggers as she tries to confront Walpurgis yet again. But then something catches her eye. The sight of Madoka and Kyubey was a premonition of another failure, and another time loop. Homura quickly runs toward them to stop the inevitable fate from happening.

"_Of course. That's why you should form a contract with me, and become a Magical Girl._"

Kyubey was sure of himself, and so was Madoka who was about to make wish.

"I wish…"

"NOOOOOOOOOO!" Homura screamed.

Suddenly, a large surge of magical energy was surrounding Walpurgisnacht that caught Homura's attention. The sky began to surge with bolts of lightning and large cracks were appearing around the Witch. The cracks tear open a void in the fabric of time and space, and Walpurgisnacht quickly disappears into it. Prior to the Witch's sudden disappearance, Mitakihara began to vibrate dangerously and the void cracks continued to expand. Then there were sudden flashes of light that engulfed the ruined city.

"**And now, the moment I have been waiting for has come! Let the end of all worlds begin!**"

Homura was confused by this strange voice, but then the vibration and the flashing lights increased. Suddenly, the entire city was engulfed in a limbo with loud crashing sounds that pierce the ears. Soon there was nothing, nothing but complete darkness.

* * *

-Mitakihara Town ~Madoka's house-

"BEEP BEEP BEEP! BEEP BEEP BEEP! BEEP BEEP BEEP!"

Madoka wakes up at the sound of her alarm clock and reaches to turn it off, rubbing her eyes in drowsiness. She looked around and saw everything was still normal, realizing that she had another bad dream.

"I had that dream again. It's the same dream like the last time, only different…" Madoka said to herself.

Realizing the dream, Madoka turned to see Kyubey sleeping beside her and went deep in thought.

"That's right. I have to decide on my wish to become a Puella Magi." She thought, thinking about her friend Sayaka who became a Puella Magi to preserve her friend's dream. Then she thought about Mami, Homura, and Kyoko.

"_Good morning Madoka!_" Kyubey said as he got up. "_How are you felling today?_"

"Good morning Kyubey!" Madoka smiled "I'm feeling fine today. Thanks for asking."

"_That's good to hear. Have you decided on your wish yet?_"

"Not yet. Please give me more time. I had another bad dream last night."

"_Very well. Please take your time. I will not rush your decision._"

Madoka nodded and got off from her bed to get changed. As soon as she was ready for school, she grabbed her stuff and left the house with Kyubey in tow.

"I'm off Okasan!"

"Have a good day Madoka-chan!" Madoka's mother waved at her with a smile as Madoka walks down the street to her school.

Walking down the street, Madoka meets up with her friend Sayaka and greets her.

"Sayaka-chan! Good morning!"

"Good morning Madoka-chan! Good morning Kyubey! So how are you today?"

"I'm doing fine. I just experienced another bad dream last night, that's all."

"Let me guess. It's that same dream you had with Homura-chan again."

"Hai! Although this time it was a bit different, as if an even terrible catastrophe happened. Everything went blank."

"Huh. I don't know what's with you and those strange dreams. Maybe it has something to do with you making a wish with Kyubey?"

"That I don't know. Speaking of wish, how are you liking your Puella Magi contract? And how is Kyousuke-kun?"

"He's doing fine now that he's happy of playing a violin again. I'm just glad that I can help him, that's more than enough for me to enjoy being a Puella Magi. Besides, hunting Witches and Familiars is fun once you know how to put your life on the line."

"Heh! Don't get too confident about it Sayaka!" A voice came from behind them. Madoka and Sayaka turned around to see Kyoko approaching.

"Just because you're a Puella Magi doesn't mean you can just relax and let your magic fight for you. If you're not careful, you'll end up dead before you even know it!" Kyoko pointed out.

"I know that already! It's not like I'm enjoying this you know." Sayaka remarked.

"Uh… Good morning Kyoko-san!" Madoka bowed as she greeted Kyoko.

"Hmph! Still hanging out with Kyubey without making a wish yet I see. When are you going to make your decision already?"

"I don't know Kyoko-san. I'm still thinking about my decision, but it's just that I had another bad dream…"

"If you're worried about Homura, there's no need. Mami already has her under control. You don't have to listen to her if you want. It's your decision."

"…Thanks Kyoko-san. I'll try to make a decision soon."

"Uh-oh! We're going to be late for school! Let's go Madoka-chan!" Sayaka said.

"Hai!" Madoka nodded, and then the two ran across the street to Mitakihara Middle School. Kyoko gave off a sigh before pulling out a snack and taking a bite out of it as she slowly followed them.

* * *

-Mitakihara Middle School-

Madoka and Sayaka arrive at their school. Inside the building, Homura was watching them from the upper floor. Her gaze fixated on Madoka and Kyubey.

"This time, I will not fail! I will stop Kyubey from making the contract with Madoka!" Homura thought in her mind.

"I see you're as melancholy as ever Homura-san." A voice came from behind her. Homura turned around to see the yellow-haired Puella Magi Mami enter the classroom.

"Oh, it's you. What do you want?"

"You don't have to be sour you know. Just because we're Puella Magi doesn't mean we always have to hate each other. We can always share our Grief Seeds to lessen the conflict between us."

"That's not it. It's about something else."

"You're not thinking of trying to kill Kyubey again are you? I don't know what's going on between you two but he's our contractor so if you attempt to kill him again, I'll make sure to stop you from doing so. He granted our wishes in exchange for being Puella Magi to hunt Witches. Never forget that ok? Without us, the world would be full of death so be grateful."

With a smile, Mami then left the classroom and started heading to her class.

"…You don't know anything of what that damn Incubator is trying to do. You were meant to die two days ago by that Witch*. I know the real truth of Puella Magi. It's a painful curse!" Homura thought.

Madoka and Sayaka enter their classroom and meet up with their friend Hitomi.

"Good morning Hitomi-chan!" Both Madoka and Sayaka greeted.

"Good morning you two. So are you enjoying your intimate relationship with each other?" Hitomi said.

"Hitomi-chan, we're not enjoying a relationship. There's nothing happening between us." Sayaka remarked.

"Oh, I always feel left out from you two nowadays. What ever happened to the good times when all three of us could spend time together?"

"I'm sorry Hitomi-chan. It's just that we're busy with other stuff at the moment. I promise that we will spend time together like we did when things get settled." Madoka said.

Homura enters the class room, only glaring at Madoka, Sayaka, and mostly Kyubey without saying a word. The two girls were already used to Homura's unpleasant personality but they are still intimidated by her disposition, wondering what goes on in her mind most of the time.

"Sigh… There she goes again. Giving us her usual cold stares every morning." Sayaka remarked.

Madoka went into deep thought. To her, Homura was the strangest Puella Magi she encountered by far. She can't help but get this strange feeling that she met her several times before, as if déjà vu strikes over and over again without an end. Putting that aside, she also wonders why Homura is so bitter towards Puella Magi and why she hates Kyubey so much.

The school bell rings and everyone gets settled into their seats. The class teacher enters the room.

"Alright class! Pay attention because we are going to take a few summaries." The teacher said.

"Hai!" The class responded.

Madoka, Sayaka, Homura, and the rest of the class get set up to take notes. However in the sky above Mitakihara Town, large distortion cracks began appearing, sending a pulse that Homura immediately senses right away.

"Something's not right. I can feel a distortion that is tearing apart Mitakihara's time frame." Homura thought.

* * *

-Unknown Location-

Within an eerie dark dimension where void blackness makes up most of its surroundings, the Witch Walpurgisnacht is contained in a large and powerful magic seal. A silhouette figure floats towards the contained Witch with a somewhat sinister expression in his enshrouded face.

"Ah Walpurgisnacht; the very embodiment of destruction itself is now under my control. My first step in my plan is now complete." The figure said.

"Now it's time for a little game. Walpurgisnacht, you'll be sent on a little dimensional trip to establish a link between Mitakihara and other dimensions."

With a flick of a finger, the mysterious figure opened a void rift and the Witch quickly disappears inside it. The figure than turns around and floats back into the darkness.

"Now all I have to do is watch, and see if it will reach an interesting conclusion."

* * *

-Mitakihara Town-

Inside the school, Homura's, Sayaka's, and Mami's Soul Gems begin to glow intensely with light.

"Damn it! I knew something was off the moment I felt that distortion!" Homura thought.

"I feel it. A powerful Witch is coming." Sayaka thought.

"_Guys! Can you hear me?!_"

All three Puella Magi, including Madoka received the telepathic message.

"_Kyoko-san! Is that you? Where are you?_" Sayaka asked telepathically.

"_I'm outside the school! You better get outside now because there are black cracks filling the skyline! A powerful Witch is about to emerge!_" Kyoko explained.

With the response, the four girls immediately leave their classrooms, leaving their classes puzzled with confusion. As soon as they stepped outside and met with Kyoko, they can see the distortion cracks expand at such a rapid rate.

"Get ready, all of you! The immense magical energy from this Witch is more powerful than the ones we faced so far!" Kyoko warned.

"Hai!" All of the girls except Homura responded. As they transformed into Puella Magi using their Soul Gems, Homura sensed something familiar about this energy.

"Wait a minute… This energy…. No! It can't be…"

To Homura's horror, her speculation was correct. The Witch Walpurgisnacht suddenly appears from the void in the sky. All of the girls were surprised by the Witch's sudden appearance, even Homura herself for different reasons.

"Impossible! The Night of Walpurgis has come too soon!" Homura thought in fear.

"Look at the size of that Witch!" Mami said.

"Can we really kill this thing? That Witch looks very powerful!" Sayaka said, already having second thoughts about their victory.

"Come on you guys! Don't let that Witch scare you! We're Puella Magi and the world is counting on us!" Kyoko shouted in determination, putting motivation into the rest of the girls.

"Kyoko-san's right! We have to try, even if we die in battle!" Mami said.

"Alright, let's go! I'm ready to take this thing down for the sake of everyone and my wish!" Sayaka said.

As the rest of the girls got ready for battle, Madoka holding Kyubey was starting have fear at the possibility of her friends dying against this powerful Witch.

"It's that Witch from my dream."

"_Do you want to make the contract now Madoka?_" Kyubey asked.

"Huh?"

"_Now is your time to do so. If you make a contract with me and become a Magical Girl, you'll change everything about this world. No longer will you have to suffer the burden of having your friends fight for you._"

"I…I really don't know what to do."

Homura makes the first move and charges towards Walpurgisnacht, with the other girls following after her.

"This time, I'll put an end to this! I will save Madoka!"

But before the Puella Magi could get close, as quickly as Walpurgisnacht appeared, she quickly disappeared into the void again. Leaving the other girls in surprise.

"What?!"

"Where did that Witch go?" Sayaka said in confusion.

"Don't tell me that Witch ran away!" Kyoko said angrily.

"No, I don't think so. Witches don't simply run away from Puella Magi if they encounter one." Mami said.

Mitakihara suddenly began to vibrate and the distortion cracks left from the void began to expand. Much to Madoka's surprise, it was exactly similar to her dream in a way that events are being played out. Then there were brief flashing lights and then… silence. The city stopped vibrating but the distortion cracks can still be seen in the sky. All the girls were confused, even Homura, trying to piece together what had just happened.

"This is not supposed to happen in this timeline. Walpurgisnacht should not have appeared earlier than expected and I can still sense the distortions around Mitakihara. Just what in the universe is going on here?" Homura thought.

"Something strange is happening here. This isn't your usual Witch activity we see every day." Kyoko said.

"I know. The behavior of this Witch is odd and I can still sense its presence even though it's gone." Mami said.

"Madoka, you said you seen this Witch before in your dream?" Sayaka asked.

"Hai!" Madoka nodded. "It was the exact same dream as when I saw Homura-chan and Kyubey."

Homura overheard Madoka and approached her.

"Tell me. What did you see in your dream?" Homura asked.

"That Witch disappeared in the same way as she did in my dream. And after that, everything was destroyed by darkness. It's all I could remember."

"So wait! Your dream actually predicted this would happen?" Kyoko said.

"It didn't happen the exact same way as it did now. My dream portrayed Mitakihara completely destroyed by the Witch. Everything was gone."

"The Night of Walpurgis." Homura thought. After realizing this, Homura approached Madoka and put her hand on her shoulder. Her eyes welling up with tears.

"Homura-chan? What's wrong?" Madoka wondered.

"I… It's nothing. It's just that your dream reminded me of something from my past."

"Umm… Hey guys! Do you sense a build-up of magical energy just now? This one isn't dark like a Witch but it's still unusual energy." Sayaka said.

"Hey, you're right. And I'm sensing it building up around us." Mami said.

"I have a bad feeling about this." Kyoko said.

The girls were completely caught off guard when various magic seals with star-shaped symbols surround all of them and binding them with their light.

"What the…"

"Grrrrrrr! I knew this was going to happen! I can't move at all!" Kyoko said as she struggled.

"_This is rather unusual magic that not even I have sensed before. It's coming from a different plain of existence._" Kyubey said.

"A different plain of existence? What do you mean…"

Before Homura could finish, the seals got brighter and beams of light engulf them and disappeared with a scream.

"KYAAAAAAAAAAA!"

No trace of the girls and Kyubey were left in Mitakihara Town. They had mysteriously vanished out of existence.

**End of Prologue**

* * *

**Author's Note: "Well I hope you liked it. Forgive me if my portrayal of some characters were a bit vague. I was introduced to Madoka Magica recently so I don't know a whole lot yet."**

"**As usual, Chapter 1 will begin in the most well-known Nintendo series on Earth. Until next time… ^^"**

* * *

**Notes:**

*In the main storyline of Madoka Magica, Mami was supposed to meet her death by the jaws of the Witch Charlotte. However because this story takes place in an alternate timeline, Homura saved Mami from her inevitable fate.


	2. The Land of the Legendary Hero

**Puella Magi Super Smash Magica**

(a Madoka Magica & Super Smash Bros. crossover)

* * *

**Chapter 1: The Land of the Legendary Hero ~The Mushroom Kingdom**

-Toad Town-

It was a nice peaceful day at Toad Town; a small town that borders a castle mostly inhabited by mushroom people called Toads. However Toads are not the only inhabitants living here. Many immigrants from different lands can also be seen living here such as Koopas, Mousers, and all sorts of species. The inhabitants are mostly going on with their daily business as usual. Standing outside a rather unusual house with a spinning roof, the wizard Merlon stands by his door deep in thought.

"Hmm… They should be here anytime now." The wizard murmured to himself, expecting a few guests to show up.

"Mail call!" came a voice that interrupted Merlon's train of thought.

"Huh?" The wizard opened his eyes in response to the call. The mail carrier Parakarry flies towards Merlon from the sky above.

"Oh Parakarry, It's you. I wasn't expecting you to come at this moment." Merlon said.

"Yeah, well sorry for the interruption but I have important letters sent to you from your close relative from Starborn Valley. He said he wanted these letters to reach you pronto." Parakarry explained. He then handed the letters to Merlon.

"Ah Merle. I haven't heard from him in a long time since the Star Rod incident. I'll check these letters as soon as I can but I have my hands full with other errands as of now. Thank you!"

"I see. Are you expecting guests or something?" Parakarry asked.

"As a matter of fact, yes. I have used my magic to bring them here but it appears that my magic has been delayed. Perhaps I underestimated the distance between here and their homeworld."

"Ah I see. Well I hope everything goes well for you because I have to get back to my job. I can't keep my clients waiting."

Parakarry flies into the distance as Merlon took his letters and stashed them back in his house.

"I hope that you will arrive soon. I sense grave danger threatening our worlds." Merlon said to himself.

* * *

Next door to Merlon's house in Rowf and Rhuff's Badge Shop:

"Hey Rhuff! Mind if you check the stockpile and grab more badges for me please? I need to check their price variety so I can put the best sellers on sale." The shop owner Rowf asked to his son.

"Sure thing dad!" Rhuff said, heading over to the stockpile of badges behind the stand. As Rhuff was rummaging through badges, a shadow loomed over him and he looked up at the sky to see five… no six figures falling towards him.

"Whaaaa!" Rhuff panicked as he quickly moved out of the way and the figures fell directly onto Rowf's shop, destroying half of his stand.

"What in the world is going on here?!" Rowf said at the sight of half his shop obliterated. "Ah! No! My shop!"

"Dad! I see someone moving in our stockpile!" Rhuff pointed out. As the dust cleared, Rowf saw five human girls and a white cat-like creature piled up on each other. The order from top to bottom was the pink-haired girl with the white creature at the top, the blue-haired girl, the yellow-haired girl, the black-haired girl, and sitting at the bottom is the red-haired girl.

The sudden event caught the town's attention and a lot of toads were gathering at the shop, wondering what is going on. The girls, staggering in pain from their fall, try to get up to look at their surroundings.

"Ouch! That was some fall… Luckily we're Puella Magi." The blue-haired girl said.

"Sayaka-chan, are you ok?" The pink-haired girl asked.

"Yeah, I'm fine Madoka-chan. What about you Mami-san, Kyoko-san, and Homura-san? Are you three ok?"

"Yeah, I'm fine if all of you would just get off of me!" The red-haired girl Kyoko said.

"Whoops! Sorry about that." The yellow-haired girl Mami said. The rest of the girls crawled out of the pile and got off of Kyoko.

"There! Much better!" Kyoko commented.

The black-haired girl Homura looked around her surroundings.

"Where are we?" Homura said in confusion. The rest of the girls could not believe the sight of the Toads around them.

"What the… Mushroom people?!" Sayaka said with a surprised look on her face.

Kyoko pulled out her spear. "This has to be a Witch Barrier! They may be Familiars!"

"Put down your weapon Kyoko-san. Our Soul Gems are not glowing so they can't possibly be Familiars." Mami said to Kyoko.

"Who are these people? They fell straight from the sky!" The Toads wondered as they looked at the girls with curiosity.

"Maybe they're loyal subjects to Bowser!" Another Toad panicked.

"Hey you! What do you think you're doing destroying my shop?! I run a tight business around here and I won't tolerate thieves!" Rowf said to the girls.

"No wait, this is a misunderstanding. We didn't mean to destroy your shop. It was an accident." Homura said to Rowf.

"I don't care! The point is you and your pet destroyed my shop and now you're going to have to pay for the damages!"

"Wait! You can see Kyubey? How is that possible? Only girls like us can see him." Sayaka said.

"What are you talking about? That cat of yours is visible to the public eye. Another thing I will not tolerate is pets around my shop!" Rowf said.

"I can see that cat too!" A Toad shouted.

"And me too!" Another Toad shouted.

"_How very strange. I would have never expected the entire public of a strange race to see me or even notice me._" Kyubey said.

"Which raises even more questions. What in the world is happening? I really don't understand." Sayaka said.

"Maybe it has something to do with that Witch we encountered earlier." Mami speculated.

"You mean the Witch from my dream?" Madoka wondered.

"Walpurgisnacht…" Homura thought.

"Excuse me, but I would like to know what is going here. Did something happen?" came a voice from behind the crowd of Toads. The girls and the crowd turned around to see a blonde woman wearing a pink dress and a gold crown. She appeared royalty and beside her was an elderly Toad with a mushroom-capped cane.

"Princess Peach!" The crowd of Toads all shouted and bowed.

"Wait! She's a princess?" Kyoko said surprised.

"Oh no. We may have illegally intruded onto royal territory." Mami said nervously.

The princess walks through the crowd to Rowf's shop to see what's going on.

"Good timing Princess!" Rowf said. "These girls and their pet fell from the sky and destroyed half of my shop."

"Fell from the sky?" Peach said.

"That's right. Me and my son witnessed the entire thing happen." Rowf said.

The girls, including Homura, were starting to get nervous of what the princess might do to them so they bowed in hopes of convincing her.

"W…we're sorry if we intruded on your land without permission." Madoka apologized.

"Yeah. It was an accident." Sayaka crossed her fingers.

"There's no need to apologize girls. I can already tell what you did wasn't intentional." The Princess smiled. The girls let out a sigh of relief.

"But Princess… Are you sure it is ok to trust these girls?" Toadsworth said.

"I'm sure of it. They don't appear to be a threat to the Mushroom Kingdom. As you can see, they're just simply confused of what had happened to them." Peach explained.

Peach then approached Rowf. "Can you at least forgive them for what they done to your shop? I'll promise to send the damage payment for you to rebuild." She said with a smile.

"Ah very well! Seeing as how they're innocent, then I have no problems." Rowf said.

"Very good! Alright girls, follow me to my castle. I'm sure you will like it here in the Mushroom Kingdom." Peach said.

"Hai!" All the girls except Homura nodded. The girls and Kyubey follow Peach and Toadsworth to her castle. As they pass the main gate, Merlon exits his house and takes a glimpse of the newcomers.

"Oh ho. So the girls from Mitakihara have arrived at last."

* * *

-Peach's Castle-

Peach and Toadsworth direct the Puella Magi through the front courtyard of her castle. The girls took a minute to look at their surroundings in awe before continuing to follow the two across bridge and through the main front door. Inside, the main lobby of the castle was enormous with several paintings covering the walls around them. The girls were speechless at their surroundings.

"Welcome to my castle. I hope that you will enjoy our company here for the time being. We have plenty of amenities so please feel free to make yourself at home." Peach said with a smile.

"Wow! It's so spacious. This place is even well-decorated." Mami commented.

"It almost looks like one of those castles I seen in fairy tale stories." Madoka said.

"Although I feel this castle is lacking in technology. Maybe it's the fact that Mitakihara is far more advanced than this little town." Kyoko said.

"Not to mention Homura-chan has technology far beyond Mitakihara at her residence. I feel as if we had taken a step back in time. This town has a "past" vibe to it." Sayaka said.

"Oh, our kingdom has technology as well but it's mostly handled by Professor Elvin Gadd. He's our top inventor who has created all sorts of inventions that benefit our kingdom. He even built a time machine once." Peach explained.

"A time machine?! No way!" The girls except Homura said in disbelief.

"I think there's more to this kingdom than meets the eye." Mami said.

"Oh, I almost forgot. Would you be so kind as to introduce yourselves please?" Peach asked.

"Sure thing! My name is Miki Sayaka. It's so nice to meet someone of royalty like you. It's like a rare opportunity of a lifetime." Sayaka bowed.

"My pleasure Sayaka. We hardly get visitors of your kind nowadays so it's nice to meet all of you." Peach said.

"My name is Kaname Madoka. I'm sorry if me and my friends caused you trouble earlier, it was an accident." Madoka bowed.

"It's ok about that Madoka. You don't really need to apologize." Peach smiled.

"Sakura Kyoko, at your service!" Kyoko bowed.

"My name is Tomoe Mami." Mami bowed. "And this creature here is our Familiar Kyubey."

"_It's nice to meet you Princess._" Kyubey greeted with a cheerful tone.

"Oh how cute! I have never seen any creatures like this one before." Peach blushed at the sight of Kyubey.

"Feel free to keep him company if you want. He likes being around girls so he won't mind." Mami said, receiving a quick stare from Homura before turning her attention back at Peach.

"Ok." Peach nodded, and then she turned her attention to the last of the group.

"And who might this young lady be?"

"My name is Akemi Homura." Homura bowed. "I'm sorry if this is so sudden but we would like to know what is happening. You see, our arrival in this land was unexpected."

"I see. Well the Toads witnessed all of you falling from the sky. Do you remember anything happen to you then?" Peach said.

"Oh yeah. We encountered this powerful Witch but after that, we were surrounded by magical seals. And the next thing we knew, we were piled up on each other at that guy's shop." Sayaka answered.

"A Witch?" Peach wondered in curiosity.

"_They are creatures that feed on grief and despair from all living beings. It is important for Puella Magi to counter the Witches and spread hope through wishes._" Kyubey explained.

"I see. So that makes all of you…"

"That's right. We're Puella Magi, and hunting Witches is our job to ensure that they do not spread harm across the world. Although not all of us are Puella Magi, Madoka-san here hasn't decided on her wish yet." Mami explained.

"Unfortunately, that is only half of the truth." Homura said, causing the other girls to look at her.

"What do you mean by that?" Kyoko questioned.

"I…It's nothing. Forget that I said that."

Mami pulled out her Soul Gem and showed it to Peach.

"This glowing object you see here is our Soul Gem. It is the source of all our magic power and also serves as a Witch detector." Mami explained.

"Oh wow, how pretty. I haven't seen any magic gems since the Crystal Stars." Peach said.

"You don't have to worry about Witches Princess. Our Soul Gems don't sense any Witches around this area so you're safe." Mami said.

"That's good to hear." Peach said with a smile.

"Anyway, back on topic. We have no idea how we ended up in this strange land. You said this is the Mushroom Kingdom. What type of nation is that?" Kyoko said.

"You never heard of the Mushroom Kingdom?" Peach said surprised.

"Hai! You see we came from a large city district known as Mitakihara. We're unfamiliar with this kingdom." Sayaka said.

"Young ladies, I will have you know that the Mushroom Kingdom is a peaceful land where we Toads live in harmony. It is also the home of the legendary Master Mario and his younger brother Master Luigi. Without them, Bowser and the Koopa Troop would have succeeded in spreading chaos all over the kingdom." Toadsworth explained.

"So it's not always peaceful here?" Madoka wondered.

Peach nodded. "You see, our kingdom is often attacked by the fearsome king of Koopas known as Bowser. He has tried many times to kidnap me and take over the kingdom but luckily we have two legendary heroes who put a stop to evil plans. Their names are Mario and Luigi. They live not far from here and they occasionally visit the castle some time."

"Oh wow, just like in the fairy tales! I hope we can have the chance to meet them sometime. I wonder what they are like?" Sayaka said.

"Well if it's like a fairy tale, I'm guessing they have to be knights. Uggghh… Now I'm hungry." Kyoko said.

"Well I guess this sums up our introduction. You girls are free to look around the castle if you want. There are plenty of rooms to explore." Peach said with a smile.

"I want to go see the garden first. The plants here look really beautiful." Madoka said.

"The garden is out back the castle. Please enjoy your visit Madoka." Peach said as she pointed the direction to the garden.

"Wait up Madoka-chan! I want to see the garden too." Sayaka said as she followed Madoka to the garden.

"Well I guess I can enjoy a little break and have some tea for a while." Mami said.

"Which way to the kitchen? I'm starving." Kyoko said.

"If you go across the hall over there, you will find the kitchen. Our best chefs have a wide variety of dishes you can try." Peach directed.

The rest of the girls except Homura left the lobby to explore the castle. With curiosity, Kyubey approached Peach and examined her with his red eyes.

"_How long were you kidnapped by this being you call Bowser?_" Kyubey asked.

"Way too many to count I'm afraid. In fact, I'm kind of used to it by now because it has always been a reoccurring trend. As long as Mario is around, I'm not too worried." Peach answered.

"_Do you have a wish, or perhaps a desire to end the kidnappings and the chaos?_"

"Well I do sometimes wish that Bowser would stop being so tenacious about his goals. It would be nice to not get kidnapped again so that the kingdom would be at peace."

"_Well then, how about you form a contract with me?_"

Homura overheard Kyubey and turned to approach the Incubator.

"A contract? What do you mean?" Peach wondered.

"_If you form a contract with me, I can grant your wish in exchange…_"

"Kyubey! Don't you dare finish that sentence!" Homura shouted, pointing a pistol at the Incubator's head. Peach and Toadsworth were confused.

Kyubey only stared at Homura for a brief moment before turning and walking away silently. Homura put away her pistol and approached Peach with a serious look on her face.

"I'm sorry if I was a little unsanitary in front of you Princess but let me give you a warning about Kyubey. No matter what he offers to you, do not accept it." Homura said.

"But how come? He looks innocent enough to me." Peach said.

"I won't explain the details just yet but whatever you do, do not accept his contracts. If you make a wish, he'll seal your fate forever. Please trust me on this Princess."

"Very well, I trust you. It seems you know more about Kyubey than the rest of the girls."

Homura went into deep thought, thinking about the other girls and their inevitable fate.

"That's because they don't know the real truth behind Kyubey. I have seen all of it through experience." Homura said, lifting her left arm to show Peach her time shield. Peach could see the clockwork gear patterns at the center, indicating in her mind that Homura is a time traveller.

"I see. I'll keep that in mind the next time I see him." Peach nodded.

"As long as you don't accept the contract, you are safe. Now please keep this a secret between us. I don't want the other girls to find out."

"Ok!" Peach nodded. "I'm very faithful of keeping secrets."

"Now if you'll excuse me, I have to find out what's going on here and why we ended up in this strange kingdom of mushrooms."

"Please take care, Homura." Peach said as Homura left to take a look around the castle.

"These girls are perhaps one of the strangest guests we had by far." Toadsworth commented.

* * *

-Mario's house-

Not far from Peach's Castle in a small field lies a house labeled with the name "Mario" above the front door. Inside, the Mario Bros. are doing their usual daily errands while relaxing from their previous quest to save Peach from the Koopa King Bowser. As the Bros are relaxing, the mail carrier Parakarry approaches the house and proceeds to put a letter in the mail box.

"Mail call!"

Luigi hears the call and steps outside to check the mail box just as Parakarry leaves. Luigi pulls the letter out and heads back inside the house.

"Hey Bro! There's a letter here addressed to you." Luigi said.

"Really? Is it-a from the Princess?"* Mario wondered.

"Nope! It's from someone named Goombella. I'm pretty sure you know this person very well."

Luigi hands the letter to Mario. He opens the letter from the envelope and starts reading it.

"_Dear Mario, I was originally going to send an email to you but my mailbox 3DS crashed so I had to send this letter the old fashion way._

_So how are you doing? It has been a very long time we have seen each other since our adventure to uncover the hidden treasure beneath Rogueport. I thought that I should come to Toad Town to visit you again as well as see the sights of the beautiful Mushroom Kingdom. Oh, I can't wait to arrive!_

_Anyway, I'll be arriving here very soon so please meet me at Peach's Castle. I would also like to see the Princess as well._

_~Yours truly, Goombella._"

"Oh Goombella, I haven't heard from her in a long time." Mario said.

"So what should we do Bro? Should we head over to the castle to meet your friend from overseas?"

"Yeah!" Mario nodded. "Let's-a go!"

With a leap, the bros exit their house and jump into the pipe leading to Toad Town (complete with the nostalgic pipe sound effect). As the bros exit the pipe into the town and start walking towards the main castle gate, they come across Rowf's Badge Shop and noticed that half of the stand was obliterated. The bros decided to check it out.

"Huh? What the heck happened to your shop Rowf?" Luigi asked.

"The most irritating day to have ever happened to my business. A couple of girls and their pet fell from the sky and destroyed half of my stand." Rowf explained.

"A couple of girls fell from the sky?" Mario wondered as he looked up in the sky to figure out what happened.

"Yeah. The Princess took them over to her castle for a misunderstanding. Now I'm left with having to repair the damages myself." Rowf said.

"Well what do you think Bro? It looks like the Princess brought over some unexpected guests to the castle. We're going to meet your friend their anyways so let's go check it out." Luigi said.

"Yes! I would-a like to see these guests for myself." Mario nodded. The bros then proceeded through the main gate.

* * *

-Peach's Castle-

Mami is enjoying her relaxing time, sipping some tea with Peach and the Toads.

"Ahh… This is perhaps the best tea I had in a while." Mami complimented.

"I'm glad you liked it. Our tea is brewed from the finest ingredients from all over the kingdom." Peach explained.

"Do you mind if I can learn the recipe to this? I would like to make some of this tea when we get back to Mitakihara."

"Sure thing Mami. We have a recipe book that contains all sorts of tea recipes. You can borrow it as long as you like."

* * *

In the dining room, Kyoko chomps away at all the dishes offered by the Toad chefs.

"Mmm! This is delicious! Bring more!"

"This girl can sure eat anything!" A Toad chef said.

"At this rate, she'll eat almost everything in the castle." Another chef said in concern.

* * *

-In the garden:

"Wow! This garden is very beautiful. I wish Otosan was here to see this." Madoka said.

"These strange mushroom people sure are creative. I have never seen a garden as artistic as this in Mitakihara." Sayaka said.

"You know, if Kyousuke-kun were here, he'd play a nice tune to suit the nature of this garden. Don't you think Sayaka-chan?"

"Oh, that would be great…" Sayaka said, thinking about Kyousuke's violin recitals.

As the girls passed by a star statue, a Boo popped out of nowhere.

"BLEHYAHAHAHAHA!"

"AAAAAAHHHHH!" Madoka and Sayaka screamed, startled by the Boo.

"Hahahahaha! It's always so nice to scare guests." The Boo said before disappearing into thin air.

"Be careful girls! There are still Boos inhabiting the garden from Big Boo's Haunt." A Toad gardener warned.

'H…Hai… " Madoka nodded.

"T…Thanks for the warning…" Sayaka said, still shaking.

* * *

In the library, Homura reads through each of the books regarding the history of the Mushroom Kingdom and its aspects.

"Kyubey was right when he said the magic that sent us here was from a different plain of existence. I can sense the same magical energy originating from this kingdom, meaning that we have been transported into another dimension." Homura said to herself.

Homura continued to read the book, containing a lot of details of Power Stars, the Star Rod, and various star magic.

"But the question is: Who sent us here and does it have something to do with Walpurgisnacht's early appearance in the timeline?" Homura wondered.

Homura closes the book and decides to take some of them with her for more examination. Homura approaches the librarians and hides behind the bookshelf out of sight, lifting her time shield.

"Please forgive me Princess…" Homura said, activating her time shield. Time froze around the castle allowing Homura to sneak pass the librarians without detection. When Homura stepped out, she resumed time around the castle.

"Oh ho! Your time manipulation skills are very impressive young lady." A voice came across the hallway, startling Homura. She looked to see the wizard Merlon with two Toads guiding him.

"H…How did you know I have control over time? Who are you?" Homura questioned.

"Please do not fret miss. I am Merlon; a residential wizard living in Toad Town. I have come here to meet with the Puella Magi of Mitakihara."

Homura was surprised to see Merlon know about them.

"How exactly did you know that we're Puella Magi?"

"That's Merlon for yeah. He's very wise and practically knows everything about the Mushroom Kingdom." One of the Toad guides said.

"If you have the time miss, I would like to meet with you girls over at my house. We have a very important discussion regarding your problem and our worlds." Merlon said.

Homura hesitated before answering with a nod. "Alright, I trust you. I'll let the others know."

"Please forgive me if I hadn't introduced myself properly. I was originally going to meet you girls earlier but the ruckus over at Rowf's shop caused quite an earful. I'll see you over at my house. It has a spinning roof so you can't miss it." Merlon said, and the continued to walk across the hallway with the Toads.

"I'm guessing he knows about what's happening. I better meet with him if I'm going to learn more about Walpurgisnacht and why we ended up in this dimension." Homura thought.

* * *

Over at the front lobby, the Mario Bros enter the front door into the room. They noticed Kyubey sitting on the floor and starring at them with his red eyes.

"Huh? Who is this cat?" Luigi wondered.

"This must-a be the pet Rowf mentioned with the guests." Mario said.

The Incubator tilted his head. "_Greetings you two. I'm guessing you can see me as well._"

"Whoa! It talks!" Luigi said surprised.

"_My name is Kyubey. You must be the heroes the Princess was talking about._"

**End of Chapter**

* * *

**Author's Note: "I hoped you enjoyed the first chapter of the Super Mario arc. The Toad Town setting I chose was in fact from Paper Mario but the characters present are not paper models like that of the game."**

"**Oh Sticker Star, Y U NO epic like the other Paper Mario games. See you next time! ^^"**

* * *

**Notes:**

*Mario has been portrayed as a silent hero who speaks very few lines so it's difficult to create a proper speech pattern for him. Most fans know that he speaks in an Italian accent so forgive me if my attempt was sloppy.


	3. A Hero's Welcome

**Puella Magi Super Smash Magica**

(a Madoka Magica & Super Smash Bros. crossover)

* * *

**Chapter 2: A Hero's Welcome ~Kyoko Duals Mario**

-Toad Town Port-

It was bustling over at the port. Several ships and boats were exporting goods from all over the mushroom world into the kingdom. The port was also filled with tourists and immigrants from many distant lands overseas. Among them, a rather unusual paddleboat with a wind-up key for a propeller parks over at the docks. Goombella; a young female Goomba with blond hair and wearing an archeologist hardhat steps out of the boat to take a good view of her surroundings.

"Well here we are miss! Welcome to Toad Town – The crown of the Mushroom Kingdom." A Toad sailor said.

"Well it's definitely nicer-looking than Rogueport that's for sure, and it looks like bandits and hoodlums are a rarity here. Maybe I can convince Professor Frankly to change our research center to here instead." Goombella said.

"Keep in mind miss that this kingdom has been a target to several attacks by the Koopa Troop. If such an event happens again, please be careful." The Sailor said before going back inside his boat. The boat then backed up and left the port.

"Tch! Like Bowser and his minions are any threat. I have fought them alongside Mario so I see no reason to worry." Goombella said to herself.

Goombella then started to head over to Peach's Castle.

"I can't wait to see Mario and Peach again after all these years!"

* * *

-Peach's Castle-

The Mario Bros encountered Kyubey sitting on the lobby floor.

"_My name is Kyubey. You must be the heroes the Princess was talking about._"

"Well I can't complain about that I guess. We're well known across the whole world, although my Bro gets all the credit since he is more braver than I am." Luigi said, looking a bit down on himself.

"So you already met the Princess?" Mario asked.

"_Of course! The Princess has told us about your heroic deeds to save her from this being you call Bowser. Now I must ask you, have you grown tired of this reoccurring quest to save her over and over from the endless trend of kidnappings?_"

"Huh? What do you mean by that?" Luigi wondered.

"Well we-a do wish that-a Bowser would learn his lesson already, but that is unlikely to happen. Why did you asked?" Mario said.

"_Your Princess has potential to become a Puella Magi. I can sense hidden magic within the Princess that peaks that of most magic that already exists in this land._"

Both of the Bros were confused, having no slight idea of what the Incubator was talking about.

"_This is probably beyond your understanding but you will find out soon enough when the Princess makes a contract with me._"

"A contract?" Both Bros wondered.

"I really don't get what this cat is talking about. Is it bribing us?" Luigi said.

Mami and Peach enter the room to see the Bros with Kyubey.

"Hmm? I wonder who they are?" Mami said curiously.

"Oh my, it's the Mario Bros. Looks like you will be able to meet them after all." Peach said with a smile.

"You mean these two men in red and green are your heroes? Interesting…" Mami said.

The Bros see Peach and Mami.

"Hi Princess!" Both the Bros waved, wondering who the yellow-haired girl is beside her.

"Hello you two." The Princess smiled. "Looks like you have come to visit at the right time because I have a few guests I would like to introduce you to."

"We-a heard everything over at-a Rowf's shop. These guests didn't do anything to harm you, did they?" Mario said concerned.

"Oh Star Havens, no! These girls arrived here by accident. They didn't mean to cause trouble in the town." Peach explained.

"My name is Tomoe Mami. I see you already met our Familiar Kyubey."

"That cat kinda creped us out a bit. He was saying some gibberish about contracts and Puel…lella… Puellellella Magic, whatever that is." Luigi said.

"I'm sorry if he did. Kyubey can be a bit ominous but you'll get used to him after a while." Mami said.

Kyoko enters the room.

"Ahhhhh… Best meal I had in ages! These chefs know there stuff!" Kyoko complemented. She then turns her attention to the Bros.

"Hmm? Who are they?" Kyoko wondered.

"Kyoko, let me introduce you to the Mario Bros. They are the heroes who save me and this kingdom from Bowser." Peach said.

"Really?" Kyoko said, curiously examining the Bros. "I was expecting some knights. They look like just ordinary plumbers to me."

"Plumbing is a side job we-a take when Bowser is not causing trouble." Mario said.

"I'm still not convinced." Kyoko commented.

The other girls enter the room and see the Bros.

"Huh? These are funny-dressing men, like something out of a video game or something." Sayaka said.

"Could they be the heroes the Princess was talking about?" Madoka wondered.

"Nah! They couldn't be. I bet the real heroes are super powerful handsome-looking guys who risk their lives for the sake of the Princess and her kingdom. There's no way these plumbers could be heroes." Sayaka said.

"My thoughts exactly!" Kyoko followed.

"My, looks like we are already having doubts about our heroes. Mario, Luigi, would you kindly show these girls your abilities that make you famous?" Peach said.

Mario nodded. "Yeah! Let's-a show them a montage!"

"T…There won't be any Boos in this montage will they?" Luigi stuttered.

"Rest assured Luigi, there will be no Boos. I know how much you don't like being scared by them." Peach smiled.

"Ok guys! Its montage time so COME ON OUT!" The Toads shouted. Various Goombas, Koopa Troopas, Hammer Brothers, Lakitus, and Spinies come storming out of the doors. All of a sudden, the room changed to simulate a traditional Mario setting with blocks and coins everywhere. The girls except Homura where surprised by this change.

"Let's-a-go!" Mario shouted at the top of his lungs.

The Bros start hopping up on the blocks and collecting the coins (if they were actually real), and then made another leap to stomp on the Goombas approaching their direction. As more Goombas came, Luigi jumped very high into the air and bounced on each of their heads in a chain leap. Mario followed pursuit and chucked red fireballs at the remaining Goombas, searing them. The girls were surprised at their jumping abilities.

"Wow! They can actually jump very high!" Sayaka said amazed.

"They can even throw fireballs. How very impressive." Mami said with a smile.

"And I thought plumbers specialize in water. How does that make sense?" Madoka wondered.

The girls continue to watch as Mario stomped on a Koopa and kicked its shell at the other Goombas, knocking them aside like they were bowling pins. The shell ricochet across the room taking out the remaining Goombas until it came at Kyoko's direction. Kyoko pulled out her spear and deflected the shell away without even flinching. She continued to observe the bros abilities.

"Heh! Is that all they got?" Kyoko smirked.

The Bros were then surrounded by a gang of Hammer Bros with two Lakitus hovering above them. The Hammer Bros and Lakitus started raining down hammers and Spinnies onto the Bros. They quickly dodged the oncoming attacks as Luigi prepared his powerful spring jump. Luigi sprang into the air and delivered a powerful stomp onto the Lakitu which causes it to lose its cloud and fall onto the ground. Mario grabbed a Tanooki Leaf and transformed into a racoon, using his tail to swap the Spinnies and deflect the hammers flung by the Hammer Bros. As Luigi took out the next Lakitu, the two got together and chucked red and green fireballs at the Hammer Bros, taking them out with one shot. The Bros wrap up their montage by jumping onto a flagpole and sliding down it before striking one final pose.

"That's it tonight!"* Mario said while cheering his victory.

The room then suddenly turned back to normal. The defeated enemies turned out to be Star kids in disguise as they poof back into their original forms and then went back into the room they came from. Madoka, Sayaka, and Mami were impressed by the montage the Bros showcased to them.

"That was very impressive! You two are jumping masters!" Sayaka said.

"I can see why you two are definitely heroes of this kingdom. I'm sorry for doubting you." Madoka bowed.

"It is-a ok. Not-a many travellers know that-a we specialize in many different jobs because we are plumbers." Mario said.

"Well you know what they say: never judge a book by its cover. You two definitely fit the description of the sentence." Mami smiled.

"Now you see why Mario and Luigi are very well respected in this kingdom. With their abilities, rest assured that any threat to the kingdom will stand no chance against them." Peach said.

However, Kyoko was still not pleased by the Bros montage. She stepped over to the Bros with a smirk on her face.

"I gotta hand it to you plumbers. You two look like you can handle anything alright. You may have an edge against the Koopa King and his henchmen with your jumping, fireballs, and transformations, but tell me this…"

Kyoko pulled out her spear.

"Can you win against a Puella Magi?"

The Bros and the Princess were surprised by this. The other girls were even shocked to see their comrade turn her blade at the red plumber standing before her.

"Kyoko-san! Don't tell me you're being serious about this?" Sayaka said.

"I am. I want to see how this plumber fairs against someone with magic potential and experience. Chances are, he won't last very long." Kyoko smirked.

"But Kyoko-san, I think you are going a bit overboard. I don't think the Princess will like it." Madoka said.

"Oh, I usually don't mind duals. I think it's ok." Peach said.

"What?!" Madoka and Sayaka surprised.

"The Princess is very strange, letting her savior dual against a Puella Magi not knowing what she is fully capable of." Homura thought to herself.

"Just trust me on this girls. Mario, will you kindly accept Kyoko's challenge?" Peach smiled.

Mario nodded. "Yes! I-a gladly accept."

Mario then stepped forward to confront Kyoko. He prepped his battle stance with his fists clenched, ready to take on the red-head Puella Magi.

"Be careful out there Bro." Luigi said concerned.

"This will-a be a piece of cake." Mario said.

"Heh! So you're going to fight me without a weapon? So be it then. En Guarde!"

With a scream, Kyoko charged at Mario with energy gathering in her spear. She thrusts at the red plumber but Mario was quick with reactions and jumped high in the air, chucking red fireballs at Kyoko. She blocks and deflects the fireballs away but then Mario brings his fist down onto the Puella Magi. Kyoko blocks the attack and backsteps away, and then charges again with several swings with her spear.

Mario quickly dodges like a pro and then counterattacks with another punch. Kyoko blocks the punch but then Mario does a leg spin to sweep Kyoko off her feet. Mario then grabs Kyoko by her feet and then performs a spin throw that he used on Bowser once. Kyoko was tossed into the wall by the momentum of Mario's spin.

"Gaagh! You're pretty tough plumber. I never thought you would be this skilled in melee combat. I thought jumping was your only specialty." Kyoko said as she recovered from the throw.

Of course, Mario didn't say a word. He only taunted by taking off his hat and performed his victory pose. Kyoko was not amused and got up with another smirk on her face.

"This dual has only started! Don't get too cocky Mr. Red!" Kyoko shouted.

Both Mario and Kyoko charged at each other. As Mario was ready to deliver another punch, suddenly Kyoko's spear split itself into multiple sections held together by chains, now acting like a whip. Mario was caught off-guard by the sudden transformation and the whip spear wrapped around him, now caught and unable to move. Kyoko only smirked as she swung her spear with the trapped plumber down to the ground, smashing him onto the floor.

"Oh no! Brother!" Luigi shouted in concern.

"I knew Kyoko was going to pull off that technique. The renowned plumber has no chance of beating her, but why is the Princess not concerned?" Homura thought.

"Alright! Score one for Kyoko-san!" Sayaka cheered.

"Princess! You should do something before Mario gets hurt! Kyoko-san gets too rough during a battle." Madoka said concerned.

"Please don't worry Madoka. Just trust me, Mario will be fine. Watch!" Peach said with a smile. Madoka turned her attention back at the battle.

Kyoko's spear returned to its original form, now looking at the seemingly knocked-out plumber in amusement as she approached him.

"Have you given up yet? You have no chance of beating a Puella Magi." Kyoko taunted.

However, without warning and no sense of twitching, the Princess smiled as Mario quickly got up on his feet and delivered an uppercut punch on Kyoko who had no idea what was coming next. The red-head Puella Magi was knocked back by the punch but before she could react, Mario chained his attacks with a spin jump and followed by a palm strike with red fire emanating from his hand; the Firebrand.* Kyoko was knocked again into the wall, staggering to get up. The other girls were surprised by Mario's strength.

"No way!" Sayaka said in shock.

"It looks like our plumber friend is also very skilled in combat." Mami said.

"Grrrr, dammit! He's very sly, I'll give him that." Kyoko said.

"Ok Kyoko-san, I think you should stop before you end up exhausting your Soul Gem." Sayaka said.

"Mind your own business Sayaka! I won't lose to this "so-called" hero of the kingdom!" Kyoko remarked.

"So, she's willing to go far as to seal her fate just to defeat a plumber." Homura thought. "Not a very wise decision. If I have to, I'll…"

"Now to finish this!" Kyoko shouted. She charged at Mario again who was prepared for her next move. More magical energy was gathering in her spear. As she thrusts it at the plumber, the spear unleashed a red energy wave.* Mario tried to block it but the recoil of the wave was enough to push him back against the wall. Kyoko only smirked as she continued her attack chain by once again splitting her spear into sections. Kyoko spun around with the whip spear creating a red energy cyclone as she spun towards the dazed plumber. Mario quickly jumped out of the way but Kyoko was quick with a counterattack and performed a backflip spin. The whip spear wrapped around Mario's wrist and Kyoko pulled him closer to deliver a finishing blow. However Mario was very clever. He decided to use this situation to his advantage and delivered a stomp onto Kyoko's face, staggering the Puella Magi. Mario was not done yet. He decided to use the whip spear against Kyoko and instead tugged on the spear to pull the Puella Magi towards his direction.

"Hey! Let go!" Kyoko shouted.

Mario spun around with the whip spear and Kyoko until he decided to let go, tossing the Puella Magi high into the ceiling. The whip spear stuck itself to wall by its blade and changed back into its original form. Now disarmed, Kyoko was left with nothing but her bare hands. She landed back onto the ground to find the spear is now out-of-reach.

"Uh oh! This is not looking good for Kyoko-san." Sayaka said.

"_A Puella Magi's weapon is a very important tool to amplify magic. Without it, Kyoko is now limited to strength and very fell magic attacks._" Kyubey said as he observed the situation.

"Damn it! I can't believe he used my spear against me like that. I guess I have no choice but to rely on my strength alone." Kyoko said.

Determined not to give up, Kyoko rushed at Mario to deliver a punch. Mario retaliated and countered Kyoko with his own punch. Now the two are engaged in a fist brawl, delivering, blocking, and countering each blow to each other. However Kyoko was showing signs of exhaustion. She knew that without her spear to amplify her strength and magic, she would not last long in this one-on-one fist fight. Even though Kyoko noticed her Soul Gem was starting to darken and knew that the odds were against her, she still pressed on, regardless that Mario still has stamina left.

"I will not lose. Not to this plumber." Kyoko thought.

Kyoko was eventually physically exhausted and unable to keep up with Mario's movements. Mario delivered another punch at Kyoko but she managed to block the attack and counterattacked with a kick to Mario's stomach. But Mario wasn't fazed that easily. He quickly got up to his feet and so, he rushed at the Puella Magi and delivered a blow to Kyoko's stomach which causes her to stagger and back away.

"Gaaagh!" Kyoko screamed. Mario then leaped into the air and finished Kyoko with a powerful stomp on her head, knocking her to the floor. Unable to move, the red-head Puella Magi was officially down for the count and Mario emerged victorious, striking his victory pose as he cheered for his victory.

"Damn it! I spent a long time hunting Witches and improving my skills, yet I lost to a plumber. I never felt so humiliated." Kyoko groaned.

"You did it Bro! Good job!" Luigi cheered his brother.

"I can't believe it. Kyoko-san actually lost." Sayaka said in disbelief.

"I never thought Mario would be very strong." Madoka said.

"You see, there was nothing to worry about. Mario's experience from the Smash Tournament was the reason that he emerged victorious." Peach said.

"The Smash Tournament? What do you mean by that? What is the Smash Tournament?" Sayaka asked.

"You never heard of the Smash Tournament before? It is a great legendary tournament where the most renowned legends compete against each other." Peach explained.

"Unfortunately we don't have or even heard of that sort of thing in Mitakihara. The tournament does sound interesting though." Mami said.

"So are you saying I lost because that plumber was a legendary participant of that tournament?!" Kyoko said in disbelief.

"Oh Star Havens, no. Mario was just simply more experienced because of the tournament." Peach explained.

"Now I'm humiliated. I swear I will beat that plumber next time." Kyoko thought.

"Kyoko-san, your Soul Gem is dark." Madoka said concerned.

"Don't worry about it. I still have a spare Grief Seed from my previous Witch encounter." Kyoko said.

"Grief Seed?" Peach wondered.

"You see, whenever we Puella Magi use magic in battle, we end up exhausting our magic reserve and as a result, our Soul Gems get dark. To purify our Soul Gems, we need to cleanse them with Grief Seeds to restore our magic to full potential." Mami explained.

"_Grief Seeds are obtained by defeating Witches because they serve as Witch eggs. The one Kyoko has is dormant so it will not respawn into a Witch._" Kyubey explained the rest.

"I see. I thought you girls use star magic like the rest of us. I never thought your magic is different." Peach said.

Peach watched as Kyoko pulled out a black jewel with a scepter on the top, a spike on the bottom, and an intricate pattern that covers the main sphere. The Grief Seed absorbed the blackness from her Soul Gem, restoring it to its original red color.

"So that's a Grief Seed. It looks gloomy compared to a Soul Gem." Peach said.

"Well they are Witch eggs after all. That's why we take full care of Grief Seeds to make sure that they don't respawn." Mami said.

"I see. Well I'm glad that you girls keep the world safe from these Witches. I only have Bowser and the Koopa Troop to deal with so as long as Mario and Luigi are here, I have nothing to worry." Peach said with a smile.

"When the time comes, I'll tell the Princess the real truth of Puella Magi. I will make sure that Kyubey doesn't succeed in making a contract with her and Madoka." Homura thought.

The main doors of the castle opened which caught everyone's attention. Stepping inside the castle was a very familiar face to Mario.

"Goombella! Long-time no see!" Mario said as he was happy to see an old friend from one of his adventures.

"Well nice to see that you still have your skills up after so long." Goombella said, noticing that Mario was a bit tattered from his dual with Kyoko. "I wonder what got into you lately."

"Say, isn't that one of those things that Mario faces? She's part of the enemy group isn't she?" Sayaka wondered.

"Actually this Goomba is Mario's friend who previously helped him on his adventure to collect the Crystal Stars. She isn't part of the Koopa Troop like most Goombas so there is no need to worry." Peach said.

"So how's it going Mario? This is my first time here at the Mushroom Kingdom and I got to say, I was really impressed by the hospitality here. I really like the castle too. It's so spacious and nice-looking." Goombella said.

"Things have been-a pretty good lately. Bowser hasn't planned another attack on the kingdom in over a month now." Mario explained.

"Yeah, well I probably expect him to plot something and show up again like he always does. By the way, who are those girls? Are they common guests at the castle?" Goombella asked.

"Ah, Goombella. Allow me to introduce our new guests at the castle." Peach said. She introduced each of the Puella Magi and Kyubey to Goombella and explained why they are here.

"So that explains the wrecked shop I saw earlier, and why Mario looks worn out. Some rowdy guests huh?" Goombella remarked.

"And who are you calling "rowdy"?" Kyoko remarked back.

"So anyway Goombella, please feel free to look around my castle if you want. You'll find plenty of amenities here." Peach smiled.

"Ok!" Goombella nodded. "I'm going to look around for a bit Mario. I'll come see your house after, how is that?"

"Yes! I'll meet you over at-a my house." Mario said.

"I need to get back there anyway and finish off the daily chores. Let's go Bro." Luigi said.

Mario nodded and the Bros left the castle back to there house while Peach showed Goombella around the castle. The girls and Kyubey all stayed around the main lobby.

"This kingdom really is a strange place." Sayaka commented. "Is this really real or are we inside a Witch Barrier?"

"If that were the case, our Soul Gems would've detected something wrong the moment we got here." Mami said.

"But how did we get here? Is it connected to that giant Witch we saw earlier and will we ever make it back to Mitakihara?" Madoka wondered.

"There is someone here who could answer that." Homura said. The other girls turned around to look at her.

"Really? How do you know?" Kyoko said.

"I've met a wise old man by the name of Merlon earlier in the library. He seems to know a lot about us so he requests a meeting with all of us." Homura explained.

"I see. Maybe he knows why we are here to begin with. Perhaps we can get back to Mitakihara if we speak with him." Mami said.

"Maybe…" Homura wondered. "It wouldn't make sense if we continue to ponder the situation so we need to get straight answers."

"So, then let's go ahead and meet this Merlon guy then. If he knows about us than he certainly knows how we can get back to Mitakihara." Kyoko said.

"But wait, don't you find it shady that there is someone here in this kingdom that knows about Puella Magi even though it's supposed to be a secret that only us girls know." Sayaka said.

"But the kingdom residents, the Princess, and the Bros can see Kyubey with their own eyes. That defeats the purpose of our secret." Madoka said.

"_I have to wonder why I can be seen by other beings other than human girls. Perhaps it is linked to the magic in this land._" Kyubey said.

"I have to agree with Madoka on this. We won't get anywhere unless we meet with this Merlon guy and get answers." Kyoko said.

"Oh, alright. I guess we have no choice but meet him then. But don't blame me if he pulls off something nasty on us." Sayaka said.

"You think too much Sayaka. Well then, let's get going." Kyoko said.

"So where do we find Merlon Homura-san?" Mami asked.

"He said he lives in a house with a spinning roof not far from the castle." Homura said.

"A spinning roof huh? Talk about a convenient way to know where someone lives." Sayaka remarked.

"Alright, then let's go meet this Merlon guy. We won't get back to Mitakihara just standing here." Kyoko said.

"Hai!" The others nodded. The girls then set out to Merlons house and exit the castle. However before following the girls, Kyubey stayed behind and looked back at Peach who was showing Goombella around the castle. His red eyes looked on the Princess herself.

"_Yes! The Princess' magic potential is very powerful. Not as powerful as Madoka but it exceeds that of every Puella Magi I contracted with. The Princess' energy is probably enough to put an end to Entropy._" Kyubey thought.

**End of Chapter**

* * *

**Notes:**

*Mario's victory pose and quote when he slides down the goal flag from New Super Mario Bros.

*The Firebrand is a move that Mario uses in Mario & Luigi: Superstar Saga. Although the move is similar to the function of the move used in the Super Smash series, the move actually originated from Melee. Watch CrappyCaptureDevice's video "Mario's Moves – History Behind Super Smash Bros. Brawl" on YouTube for further details.


	4. The Puella Magi and the Wizard

**Puella Magi Super Smash Magica**

(a Madoka Magica & Super Smash Bros. crossover)

* * *

**Chapter 3: The Puella Magi and the Wizard**

-Toad Town ~in front of Merlon's house-

"A house with a spinning roof huh?" Kyoko said. "Well I can't say I'm actually fond of this Merlon guy's tastes in real estate."

"This has to be the house. I mean there are no other houses like this found in this town." Sayaka said.

"Are you sure this is the right place Homura?" Kyoko questioned.

"Let's go inside." Homura said, ignoring Kyoko's question.

"Typical as usual." Kyoko thought.

Homura approached the front door and gave it a few gentle knocks.

"MERLON IS OUT!" A strange voice came out of nowhere. The girls were surprised by this sudden response.

"That was strange. Did it come from inside the house?" Sayaka wondered.

"Try knocking again Homura-chan. I think that there is someone inside." Madoka said.

With a nod, Homura once again approached the door and gave it more gentle knocks. The strange voice responded again with an increased tone.

"I SAID MERLON IS OUT!"

The girls were silent for a moment.

"Do you think maybe we should come back another time?" Mami suggested.

"We don't have time for that! Obviously there is someone inside this house. I mean, you can't just say you aren't here when it's obvious you're here from the start." Kyoko said, approaching the front door.

"Hey you, whoever is inside that house! I know that you're in there so answer already! I know you want to meet us!" Kyoko demanded, knocking the door abruptly.

"I SAID MERLON IS OUT!"

The girls were silent once again.

"Alright, I had enough of this! Either show yourself or I'll…"

Before Kyoko could finish, the door suddenly swung open and knocked the red-head Puella Magi aside.* Stepping out of the door is the wizard Merlon who sees the other Puella Magi standing on his front yard.

"Oh, my humblest apologies young ladies. I was actually expecting you to come anytime soon. I assume that your friend has already told you about the meeting." Merlon said, greeting the girls.

Madoka nodded. "Hai! She told us that maybe you know the answers to why we are here."

"Ah yes, about that. Please come inside, we have a very important discussion that concerns you as well. I'll explain everything then." Merlon said.

"Concerns us as well? I don't like the sound of that." Sayaka said to herself. The rest of the girls nodded and then followed Merlon inside the house.

"Please get up Kyoko-san. We're not going to learn everything if you continue to lie on the ground." Mami said to the seemingly knocked-out Puella Magi beside the door. Kyoko got up and scratched her head.

"Today is just not my day." Kyoko said to herself. She then followed the others into the house.

* * *

The interior of Merlon's house wasn't anything special. The house itself was only one dark-blue tinted room with many stars and constellation patterns covering the surrounding walls. The only furniture inside was a small table covered in a blue mat and on top of it was a crystal ball resting on a red pillow.

"How does this guy make a living in this place?" Sayaka wondered.

"Well after living in spacious homes in Mitakihara and seeing a spacious castle, it kinda feels awkward to be in such an enclosed space now." Mami said. The others nodded and agreed to her feeling.

Merlon approached his table and then sat on the floor. His crystal ball then began to glow around his presence.

"Is this guy some kind of fortune teller or something?" Kyoko wondered.

"You could say that but fortune telling is not mainly my specialty. I simply take up residence in this kingdom and try to aid those in need with my magic." Merlon explained.

"I see. So you're just a magician living a simple life among the citizens of the town." Mami said.

"You are correct indeed young lady. Now before we get to business, would you please introduce yourselves?" Merlon requested.

"Why certainly. My name is Tomoe Mami, and these are my friends Madoka-san, Sayaka-san, Homura-san, and Kyoko-san. This white creature you see with us is our familiar Kyubey."

"It's nice to meet you Merlon-san." Madoka bowed.

"Ah yes. It is nice to meet you as well young ladies. Now then, let us begin shall we?" Merlon said.

Merlon put his hands over the crystal ball which began to glow under his presence. The girls watched as what was originally a hollow orb now began to glow with the appearance of the night sky inside it.

"Now I have a question to ask all of you. Have you ever heard of a legendary tournament known as the Smash Tournament?" Merlon asked.

"The Princess back at the castle gave us a brief description of it but I still have no idea what exactly the tournament is." Sayaka answered. The rest of the girls followed with nods from their heads.

"Well then, allow me to explain in full detail about the Smash Tournament." Merlon said. With the wave of his hand, his crystal ball began to display various images.

"Many years ago, a great and powerful entity known as Master Hand traveled the universe in search of legendary warriors and heroes deemed worthy for the tournament. Master Hand has found and recruited such warriors and as such, he pitted them against each other in a ultimate fight to see who is the true warrior of the entire universe." Merlon explained, showing the images of the tournament before the girls' eyes.

"How about that huh? A tournament specifically for tough warriors, I like it." Kyoko said pleased.

"But I find Master Hand a funny name for some powerful entity, don't you think?" Sayaka said.

"_How very strange. I have traveled the universe in search of energy to stop entropy but even I myself have never heard of such a tournament in existence._" Kyubey thought.

"So tell me, is that plumber named Mario a contender of the tournament by any chance? The Princess told us about it after Kyoko-san's dual." Mami said.

"Don't remind me." Kyoko looked back.

"Why yes indeed." Merlon said, showing Mario in the crystal ball. "And it's not just Mario but others as well."

Merlon's crystal ball then showed Luigi and Princess Peach. The girls we're surprised by the last image shown in the ball.

"Even the Princess herself? But isn't the tournament too dangerous for her stature?" Madoka said.

"By all means, no. The Smash Tournament comes with rules set by Master Hand himself. The tournament is not a fight to the death like other tournaments. It is merely a friendly competition between legendary icons." Merlon explained.

"I see. So in the end, the participants still live on as legendary heroes. Quite a nice touch." Mami said.

"Exactly miss Tomoe. And so far, Master Hand has already staged three tournaments, each with an increasing roster of legendary warriors. But now the time of the fourth tournament is already drawing near and we need to prepare for it as soon as possible." Merlon said.

"So what does this have to do with us being here?" Homura asked.

"Master Hand has already spotted a problem that could threaten the tournament as well as the existence of our worlds. Take a look." Merlon said.

Merlon's crystal ball then displayed an upside-down figure with giant metallic gears and wearing a frilly dress. The figure's face was pure white and displaying a creepy grin like that of a stage-performing doll.

"Walpurgisnacht!" Homura said in shock, still remembering those haunting failures every time she sees the Witch.

"That's the Witch we encountered earlier in Mitakihara before we got sent here!" Sayaka said.

"I see you're already familiar with this figure. It's just as Master Hand predicted indeed." Merlon said.

"What do you mean Merlon-san?" Madoka asked.

"You see, Master Hand traced the threat back into your realm and has notified me about it. Since Master Hand's duty is to recruit warriors and engage them in battle, he cannot confront the problem directly so I searched your world and spotted the only warriors who can fight it: the Puella Magi of Mitakihara." Merlon explained.

"Now I see. So you sent us here just so we can defeat Walpurgisnacht and eliminate any threat it will pose in your world and the Smash Tournament." Homura said.

"Exactly Homura. You are as intuitive as one would expect you to be." Merlon said.

"But why send me here? I haven't made a contract with Kyubey yet and I'm still thinking about my decision." Madoka said.

"Well unfortunately miss, I cannot tell you the details but you play a big role with the other Puella Magi back in your world. That is why I sent you here Madoka, regardless of whether or not you have already made the contract." Merlon said.

Homura paused for a brief moment and wondered why Merlon couldn't tell Madoka the details of his answer.

"Well anyway. You got a Witch for us to hunt down, no problem! Witch hunting is our specialty after all, and any Witch that stands in our way will be eliminated. Just leave it to us!" Kyoko said.

"I see you are as energetic as ever. Very well, I trust that you Puella Magi will have no trouble eliminating the Witch that threatens our world. For the sake of Master Hand and the tournament, I leave the rest up to you." Merlon said.

"So do you know where this Witch is by any chance?" Mami asked.

"I feel the Witch's presence in our world but hasn't shown itself quite yet. So feel free to take a gander of the rest of Toad Town if you like. I will let you know in advance if I sense any magical disturbance." Merlon said.

Mami nodded. "Ok then. Our Soul Gems will also notify us if that Witch ever shows up so we'll prepare ourselves for the upcoming battle."

"I put my trust into saving the people of Mitakihara, and now I'm putting my trust into saving the people of Toad Town. I promise that I won't fail." Sayaka said in determination.

"And with that, our meeting comes to a close." Merlon said as his crystal ball stopped glowing and returned to just being a hollow orb collecting dust on the table.

"Thank you." Madoka bowed. "I'll try to help out the best I can."

"You're welcome miss. It is a pleasure to have met you girls. Humans are actually rare in our world so we don't see them as often." Merlon said.

"Huh, a world with hardly any humans at all. Now that's a first." Sayaka commented.

"Considering that humans are the dominant species in almost every form of media, it's actually surprising that there are few of them in this world. And I never even knew other worlds even existed beyond our own to begin with." Kyoko said.

"Let's head back to the castle. The Princess will need us if the Witch ever shows up." Homura said.

"Hai!" The other girls nodded.

"Thanks for the meeting Merlon-san." Sayaka said as she and the other girls stepped out the door and start heading back to Peach's castle.

With the room now empty, Merlon goes deep in thought once more.

"Well Master Hand, This is what you wanted correct? I put my trust into the Puella Magi to eliminate the problem that threatens our existence."

Merlon's train of thought was soon interrupted when his crystal ball began to glow again. This time, a familiar face shows up from within the ball.

"Oh dear. It appears Bowser is about to make his move again. Looks like the Puella Magi will have another problem in their hands." Merlon said to himself, staring at the crystal ball with the image of Bowser's face inside it.

"**Gwa ha ha ha ha ha ha ha!**"

* * *

-Somewhere within a desolated wasteland covered in lava-

A gigantic castle rises into the dark and desolate sky covered with eerie clouds looming overhead. All over the castle, there are statues and monuments of Bowser everywhere as well as towers covered in spikes and armed to the base with several cannons. The castle sits within a lake of molten lava boiling below. There's no doubt about it, this is definitely Bowser's Castle. The drawbridge of the castle lowers as a Koopa figure in a blue robe approaches the front door guarded by two Koopatrols.

"Who goes there!?" One of the Koopatrols said as they pointed their spears at the approaching figure.

"Stand your ground guards! It is I, the magic master and loyal servant to King Bowser: Kamek. I have returned from my reconnaissance survey of the Mushroom Kingdom." The robed Koopa said.

"Ah yes, Kamek. We've been expecting you to return. Lord Bowser has called in a public assembly and is awaiting your arrival." The guard said. Both of the guards opened the door and Kamek steps inside.

Inside the castle, Kamek continues to walk through the dim corridors barely lit by the chandeliers and the red glow of the lava outside. Kamek then enters a giant room filled with various Koopas, Shy Guys, Goombas, and Bob-ombs all cheering and worshipping the mighty Koopa King standing from within his throne.

"Kamek, what's the status of the Mushroom Kingdom as of now?" Bowser asked his robed underling.

"I have scoured and sent units to immobilize any defense systems the Kingdom has set up since our last attack. We have also strengthened our escape routes to prevent any chance of the Mario Bros from following us." Kamek stated.

"Now that's what I like to hear. Preparations for our next invasion is now complete." Bowser said as he approached his minions in applause.

"Prepare the airships! Today will be the day the Mushroom Kingdom falls to its knees and the Princess will be ours at last!" Bowser shouted, as his minions cheer him on.

"Boswer! Bowser! Bowser! Bowser!"

"And this time, Mario will fall to my new power thanks to the awesome find by Kamek's excavation team. Behold the item that will assure me victory!"

The crowd continues to cheer Bowser even more as Bowser holds up the item high in the air for full view. Within the palm of Bowser's hand is a black jewel containing an intricate pattern and covered by a black aura.

A Grief Seed.

**End of Chapter**

* * *

**Author's Note: I'm sorry if this chapter is shorter than the others but I just wanted to save Bowser's appearance for the next one. Stay tuned for the next chapter. ^_^**

* * *

**Notes:**

*The scene at the beginning at the chapter where Kyoko was knocked over by Merlon's door was influenced by the actual scene from Paper Mario where Mario did the exact same thing.


	5. Bowser Strikes Again

**Puella Magi Super Smash Magica**

(a Madoka Magica & Super Smash Bros crossover)

* * *

**Chapter 4: Bowser Strikes Again ~A New Foe**

-The skies above the Mushroom Kingdom-

High above the clouds, a large fleet of airships speeds directly towards Peach's Castle. Each of the airships looked like regular ships suspended in the air by propellers attached to the masts and both sides of the haul. And each airship is heavily armed, containing six or more cannons on the port and starboard sides of the ships ready to fire. At the bow of each ship is a stone head of bowser attached to it and located at the stern is the waving flag of the Koopa Troop army: the Bowser insignia (black with the red imprint of Bowser's face). All of the airships' crew were various soldiers of the Koopa Troop which ranges from Hammer Bros, Koopatrols, Shy Guys, and armored Goombas. The leading airship has the Koopa King and his servant on board, leading the fleet on track for their next attack.

"Tail wind speeds are at about 30 kilometers* per hour. What luck! At this rate, we'll be able to reach the castle in about fifteen minutes." Kamek said, navigating the ship.

"Gwa ha ha ha ha!" Bowser laughed in delight. "Excellent! Everything is going directly as planned. Soon we'll launch a surprise attack on the defenceless little town and make a quick escape with the Princess."

"Hmmph! That old coot Professor E. Gadd thinks his defence mechanisms can stop our fleet. I scoff at his technology! None can beat my master wizardry of magic! Nyehehehehehe!" Kamek boasted.

A Hammer Bro approaches the two as they boast about their plans.

"All cannons armed and ready to fire. You may fire when ready your awfulness." The Hammer Bro reported.

"Very good! Ready the crew immediately and prepare to disembark!" Bowser commanded.

"Yes sir!" All of the troops then ready their posts for the attack.

"You call pops?" Said a voice from behind.

"Ah, my children. Are you ready to offer Mario some play time? Gwa ha ha ha ha!" Bowser laughed.

The airships continue sailing into the clouds and beyond the horizon.

* * *

-Peach's Castle-

"Huh, that's some story you got there. I never would've thought that you came from another world, and the concept of Puella Magi and Witches really intrigues me." Goombella said, listening to Madoka and Sayaka.

"You see, our world is completely different from yours wear the only magic users are adolescent girls like us." Madoka explained. "But I'm still thinking about my decision to make a contract."

"Those-a Witch things you-a mentioned sound really scary." Luigi said, shuttering at the thought of what a Witch might look like.

"Nah! Witches are not really that scary to deal with once you get used to seeing them. My first experience with a Witch was way before I made a contract with Kyubey but even then, thanks to Mami-san I was able to learn fast." Sayaka said.

"So let me get this-a straight. Kyubey offers a contract to you girls to-a change you into Puella Magi in exchange for a wish granted?" Mario wondered.

"That's right. The wish I made to Kyubey was to help out a friend of mine back in our world who unfortunately got into an accident. He's a musician and his left hand was crippled to the point where he can't play an instrument again, so I wished for a miracle and healed him back to his former self. That's how I became a Puella Magi." Sayaka explained.

"Such a heartwarming story. Of course, wishes like that are possible in this world thanks to the Star Spirits." Goombella made a comparison.

"This also explains why Kyubey tried to offer the Princess a contract. He-a wanted to make sure that the Princess' true wish was to end Bowser's kidnappings." Luigi said.

"Nah! I don't think the Princess is in that much of a need to make a contract. She looks perfectly happy the way she is now." Sayaka said.

"And besides, you two are her saviors. You put a lot of hard work to ensure her safety and the kingdom's safety as well." Madoka said.

"You are right. I-a put all my dedication to saving the Princess and I-a don't want to let-a that go to waste because of a contract offered by a white magical cat." Mario said.

"Now that's the Mario I know. Always putting his life on the line to save the Princess in need." Goombella said.

"Don't forget about me as well. I-a also helped saved the Princess." Luigi said.

"Oh really?" Kyoko remarked as she suddenly appeared behind Luigi. "I heard rumors from the townsfolk saying that you coward in a mansion full of ghosts."

"T…that was because my big bro was trapped in there by King Boo. I was the only one who can save him so I wasn't that scared going into the mansion." Luigi explained, trying to defend his reputation.

"Uh huh, I bet you were." Kyoko nodded in disbelief.

Peach enters the main room.

"Oh my. That's a completely different outfit you and Kyoko are wearing, and they perfectly match Madoka's outfit." Peach said, noticing their school uniforms.

"Oh yeah, these are our school uniforms. We don't usually wear our magical outfits all the time so this is what we wear in Mitakihara when we need to go to school. It's a custom that's most common in our world." Sayaka said.

"Well in Japan anyways." Kyoko corrected Sayaka. "I'm not sure about other parts of our world."

"They're so formal, yet so pretty at the same time. But don't you think the skirts look a little bit too short. I mean young ladies like you should never be this revealing." Peach said.

"Well unfortunately it's our school dress code so we can't do anything about it." Sayaka said.

"I see. Then my apologies, I'm not familiar with the customs of your world so forgive me." Peach said.

"It's ok Princess." Madoka bowed. "It's ok to be curious about new things you never knew."

"I guess you're right." Peach smiled.

KABOOOOOOOM!

"What the hell was that!?" Kyoko said in a startled reaction.

"Is it the Witch? Has it finally arrived?" Madoka wondered.

"I don't think so. Our Soul Gems are not glowing so what else could it be?" Sayaka said.

"Oh no! Don't tell me…"

Peach's fear is realized when her startled assistant Toadsworth came storming into the main room.

"Your majesty, it's terrible! Bowser has returned and is attacking the town with his fleet!"

"Bowser? You mean the Koopa King whom you always get kidnapped by?" Sayaka asked.

Peach nodded. "Yes."

With the response, Mario jumped high into the air with determination.

"Let's-a-go! This-a time, Bowser will not kidnap the Princess!" Mario said.

"That's the spirit Mario! Show him who's boss like you always did!" Goombella said.

"You sure are determined. I'll help out as well." Kyoko said.

"And so will I!" Sayaka said.

"But where's Homura-chan? We also need her help to defend the Princess." Madoka said.

"She's outside keeping "tabs" on Kyubey. Let's just go meet her outside so we can take care of the problem." Kyoko said.

KABOOOOOOOOOOOOOOM!

The blast was even bigger this time and it shook the castle. Inside the tea room, Mami was enjoying her tea until the vibration caused ripples to form inside her cup.

"Looks like trouble is brewing outside. I better see what is going on." Mami said to herself.

* * *

Outside the castle, Bowser's airships continue to fire rounds of fireballs from their cannons onto the residential homes of the toads, burning them down upon contact. In addition, Bullet Bills were also fired from the cannons and each of them was guided into their targets, causing explosions within their vicinity and laying rubble to anything they come into contact with. All of the Toads were screaming and running for safety. Admits the destruction, Homura watches the carnage unfold, ready to make a move on the attacking armada.

"So this is Bowser's army. I won't let them get away with the destruction of this town!" Homura said to herself.

The other Puella Magi and the Mario Bros meet up with her.

"Homura-chan. What should we do?" Madoka asked.

Homura hesitated for a second before answering.

"Mami and I will take care of the armada. You help Sayaka, Kyoko, and the Bros keep the Princess safe from harm."

"Hai!" Madoka and the others nodded.

"I see no problems in helping Homura-san taking out the fleet. Besides, this will be my first time facing against a non-Witch related foe. I hope they like surprises." Mami said.

"Hey! Where'd Mr. Green go? He was right behind us." Kyoko said. Her face widened when she saw Luigi way back at the front door.

"I…I'll be protecting the Princess from-a over here." Luigi waved.

"Geesh! You really are a coward!" Kyoko said disappointed.

"The airships are getting closer! We have to act now!" Homura said.

"Let's-a-go!" Mario shouted as the others nodded. Mami joins Homura while Madoka, Sayaka, Kyoko, Mario, and Goombella head back into the castle.

"Please take care Homura-chan." Madoka said just before she ran inside. Kyubey followed the group silently inside the castle.

"Now please be careful Madoka. Do not make the contract." Homura thought as both her and Mami prepared themselves to engage the approaching armada.

* * *

The flagship with Bowser and his crew on board approach the castle courtyard. As the ship prepares to dock, Bowser approaches the bow to get a good glimpse of the castle he raided over and over again.

"Gwa ha ha ha ha! The sight of Peach's Castle always gives me a warm feeling every time." Bowser said with an evil grin. "Are you ready my children?"

Standing behind Bowser were eight of his children. The original seven were the Kooplings: Larry, Morton, Wendy, Iggy, Roy, Lemmy, and Ludwig. While the eighth was his most recent son that resembles Bowser more: Bowser Jr.

"Ready when you are Pops!" Larry said cheerfully.

"It's Mario squashing time!" Roy said as he showed off his muscles.

"Perfect! Now the Princess will be mine! Gwa ha ha ha ha!"

While Bowser was laughing, Homura suddenly appeared right behind him unnoticed.

"I don't think so!"

"Your retchedness! Behind you!" Kamek warned.

But it was too late. By the time Bowser heard Kamek's warning and turned around, Homura delivered a powerful kick to his stomach and knocked him off the airship bow.

"Graaaaargh!"

All of Bowser's children and crew were caught by surprise by the sudden encounter of the Puella Magi, but Kamek wasted no time and retaliated with a magic blast from his wand.

"How dare you attack our king intruder! Begone!"

The magic blast headed directly towards Homura who prepares to defend herself with her shield but within an instant, the magic blast zig-zagged behind her which caught her off guard and then struck her from behind.

"Gaaaagh!"

"Hah! You like that huh? That's what you get!" Kamek boasted. But then Kamek was caught off guard when Homura suddenly appears right behind him.

"I'm not impressed!" Homura responded, and then within an instant, several explosions surround Kamek which sends him crashing onto the deck of Bowser's flagship.

"Mami! Now!" Homura called out to her comrade.

On the ground, the dazed Koopa King gets up and tries to get his bearings.

"Grrrrrrr! What happened? Who was that intruder who kicked me off the ship?"

Bowser suddenly heard the clicking sound of a gun and turned around to see Mami pointing a musket at him. Bowser had a surprised look in his face but Mami only gave a smile and waved as her musket suddenly transformed into a gigantic gun, with Bowser starring inside its seemingly empty barrel.

"Graaaaargh! Noooooooo!"

"**Tiro Finale!**"

Mami's gun fires a massive yellow beam within close proximity to Bowser. With no time to defend himself, Bowser was pushed back against and through the courtyard wall by the beam.

"Graaaaaaaaaaaaaaaaargh!"

"Pops! No!" Larry shouted after seeing his father beat.

"Me crush little girl!" Morton said in anger. All of the Kooplings jumped off the ship and onto the ground to engage against the cheerful Puella Magi.

"I guess it's time to have some fun." Mami said to herself.

"Eat this!" Ludwig shouted. With his wand, he shot a couple of purple fireballs at Mami but she quickly dodged them and returned fire with her muskets, which fired fast-moving yellow blasts at the Koopling. Ludwig's size didn't work out to his advantage as the shots quickly impacted him and knocked him aside.

"Uwaaaaagh!"

"These Koopas sure are more durable then Witches." Mami said as she noticed her shots are not killing them in an instant like they would normally do to a Witch.

The other Kooplings surround Mami and shot a barrage of multi-colored fireballs, turning the courtyard into a danmaku fest*. Mami tried her best to dodge every fireball but one grazed her by the side and nearly impacted her Soul Gem. She took a sigh of relief from that close call and quickly returned fire with her muskets. But because the other Kooplings are smaller than Ludwig, they're more agile and managed to dodge the oncoming shots with ease. Suddenly, Roy sneaked up behind Mami and was about to deliver a powerful punch.

"Ha ha ha ha ha!"

Mami was caught by surprise but quickly dodged Roy's fist which hit the ground and left a large dent with several cracks. Mami had realized if she hadn't dodged Roy in time, she would've been left with more than just a couple of bruises.

"Such strength! I better be careful when facing these guys." Mami said.

Meanwhile, at the other side of the courtyard wall, Bowser staggers to stand up after being bruised all over by Mami's special move. His son Bowser Jr. checks to make sure he's not too injured.

"Are you ok Papa?"

"Yes, I'm ok. I just got a little sidetracked but no matter, I'll storm the castle regardless. I don't want this plan to go to waste because of a couple of little girls." Bowser said.

"But just who are they?" Bowser Jr. wondered.

"They're probably just mercenaries hired by the Princess for extra protection. Let's just go, we don't have much time left in our operation." Bowser said.

"Yes Papa!" Bowser Jr. nodded. With a whistle, Bowser called his Koopa clown car and both Koopas hitched a ride. Bowser hovered over the courtyard to see his Kooplings battling Mami.

"And now for a little payback!" Bowser said as he glared intensely at Mami. He then breathed out a barrage of fireballs from his mouth.

The fireballs were much larger and faster than the ones shot by the Kooplings and while Mami was firing her muskets at Bowser's children, she felt a heat signature from above and looked up. Without time to react, Mami was hit by the fireballs and was sent flying into the courtyard wall.

"Aaaaaaaah!"

When Mami impacted the wall, her Soul Gem was knocked from her clothing and into a nearby bush.

"Hmmph! Serves you right for crossing paths with the mighty Koopa King!" Bowser taunted.

Suddenly, Homura surprised Bowser again with a sneak attack.

"Where do you think you're going?!" Homura glared as she closed in on Bowser. But suddenly, the tattered Kamek got in her way and counterattacked with another magic blast. Homura tried to defend with her shield but the blast pushed her back farther from the Koopa King.

"I'll handle these two marauders your evilness! Just focus on getting the Princess!" Kamek said.

With a nod, Bowser approached the rest of his Kooplings.

"Let's go my children! Let's get the Princess and put Mario in his place!"

"Yeah!" All of them shouted, and then they proceeded to follow their father into the castle.

Homura watched as Koopa King got closer to the castle. Because Kamek is keeping her at bay, she realizes that she has done of what she can do and must stick with her original objective.

"Dammit! I leave the rest up to you Sayaka and Kyoko." Homura thought, and then she turned her attention at the attacking fleet.

"Well what are you waiting for idiots?! Go get those girls!" Kamek commanded the entire fleet.

All of the soldiers responded and pointed their cannons at Homura, firing a barrage of Bullet Bills that close in on their target, while many Hammer Bros and Koopatrols jumped down onto the ground to take care of Mami.

Mami quickly got up a bit bruised from Bowser's fireballs, but otherwise still ok. She picked up her Soul Gem from the bush and turned her attention on the approaching army.

"I guess I underestimated the power of the Koopa King. Even my Tiro Finale hadn't finished him off."

She pulled out her muskets and pointed them at the army.

"I have to learn now that I am no longer fighting Witches. These Koopas are not the same enemies." Mami said, preparing herself.

* * *

-Inside Peach's Castle-

A large explosion tears open a large hole within the castle's wall, and storming inside were Bowser and the Kooplings.

"YAAAAAAAAAAAAAAAAAAAAAAAAAH! Its-a Bowser!" Luigi screamed, cowering behind Sayaka who pulls out her cutlass and points it towards the approaching menace.

"What's this? Another girl?" Bowser said.

"So this is Bowser! Talk about your typical fairy tale monster." Sayaka said.

"This is your only chance little girl. Back away now and you will not be harmed!" Bowser warned.

"Sorry to disappoint, but it is you who should be backing off!" Sayaka shouted.

She immediately charged directly at the Koopa King with her cutlass at blinding speed. Bowser quickly jumped over Sayaka, causing her to charge straight at Roy and striking him with her cutlass. However Roy's tough shell prevents him from sustaining a sword wound and instead was knocked into the wall.

"Gwaaaaaaaah!"

"Whoa! She's fast!" Larry said.

"She's like a combination of a certain green swordsman and a certain blue hedgehog." Bowser commented.

"I'm just warming up ugly!" Sayaka taunted, and then charged directly at Bowser again with several swings from her cutlass.

Bowser however sidestepped away from Sayaka, who then changes direction and charges again from behind. This time Bowser wasn't able to keep up with Sayaka's speed and she directly hits Bowser in the shell, shattering one of his spikes and causing him to tumble over the room.

"Ok, that's it! You think I'll let you get away with using such a dangerous weapon against my father!" Wendy said angrily. She then fired a couple of gold energy rings from her wand at Sayaka.

Sayaka watches carefully as the rings close in on her and then quickly sidesteps away. Wendy and the other Kooplings continue their relentless barrage of rings and fireballs at the speedy swordsgirl as she dodges wave after wave of attacks.

"Heh! Something tells me that you're jealous of me just because I have a better weapon." Sayaka taunted Wendy.

"I…I'm not jealous! Don't make assumptions!" Wendy said angrily. She then shot more rings at Sayaka, who continues to dodge every last one.

"You're hopeless, you know that!" Sayaka taunted.

But as she continued to dodge and taunt the bratty Koopling, Sayaka completely forgot about Bowser who then snuck up on her and grabbed her by her hand.

"W…wha?"

"You may be strong, I'll give you that. But you are too cocky and inexperienced little girl. This is your ultimate downfall!" Bowser said.

"Payback time!" Roy shouted. He then delivered his powerful fist into Sayaka's stomach and sent her crashing into the wall.

"AaaaaaaAAAAAAAAAAGH!" Sayaka screamed in pain.

Seeing that Sayaka has been beat, Luigi then runs away in fear.

"Yaaaaah! Help me!" Luigi screamed as he bolted from the room.

"Hmmph! Typical of Mr. Green to run away like a scared little bug that he is. Well whatever, let's find the Princess before Mario shows up." Bowser said.

* * *

Within the hallways, Luigi runs towards Peach, Madoka, Goombella, and Kyoko.

"It's-a terrible! Bowser and the Kooplings defeated Sayaka!" Luigi said.

"You gotta be kidding me!" Kyoko said in disbelief.

"Uh oh! I think it's time that we scram and let Mario handle this. Let's go Princess and Madoka!" Goombella said.

Peach nodded. "Quickly Madoka. This way!"

"H…Hai!" Madoka nodded.

Madoka, Peach, Goombella, and Luigi go further upstairs into the castle while Kyoko stays in the hallway. As soon as Bowser showed up, he immediately saw Peach getting away.

"There she is! Junior, after her!" Bowser commanded.

"Right away Papa!"

However Kyoko swung her spear in Bowser Jr.'s direction and knocked the brat aside.

"Ooof!"

"Another girl? How many do I have to fight just so I can get the Princess?" Bowser said.

"Tch! Well lucky for you, I'm your last opponent. You're going to have to go through me!" Kyoko pointed her spear at the Koopa King.

"So be it then! I'll show you no mercy!" Bowser said.

* * *

Meanwhile back outside, Homura continues to dodge oncoming waves of Bullet Bill fire as well as Kamek's spells.

"There's something really odd about this girl." Kamek said. "She keeps disappearing and reappearing all over the place. And whenever she reappears, an explosion goes off."

As more Bullet Bills close in on Homura, she activates her time shield and instantly freezes time. The Bullet Bills are now motionless and Homura places a pipe bomb on each Bullet Bill. When she resumes time, the pipe bombs explode causing the Bullet Bills to self-destruct.

Kamek noticed that his wand lit up the moment the explosions went off.

"Eh? My wand is detecting a distortion within the time frame. Don't tell me…"

Homura closed in on a nearby airship and stopped time once again. She dropped and assorted a pile of rocket launchers and one-by-one, fired each of their rockets which became suspended in mid-air aimed directly at the airship. As she resumes time, the rockets fire at the airship all at once and explode upon impact, causing the airship to go down with many of its crew abandoning ship. Kamek's wand lit up once again.

"I knew it! This girl has the ability to control time! She'll be a troublesome foe if I don't disable her time powers with my magic." Kamek said.

Back on the ground, Mami continues to defend herself from the charging army of Hammer Bros and Koopatrols. The Koopatrols strike first by charging at Mami with their spears but Mami quickly counters them with several shots from her muskets. The Hammer Bros tossed hammers to try to distract Mami but to no avail. She quickly dodges the hammers and returns fire once again with her muskets, knocking them aside.

"Never bring a hammer to a gunfight!" Mami taunted.

But soon, she was surrounded by a huge hoard of Koopa soldiers ready to strike.

"Give it up little girl! You're completely outnumbered: one to a hundred of us!" One of the Koopa soldiers said.

"Hmm. That may be true…" Mami said, looking at the army. She then made over a hundred muskets appear and suspended them in mid-air, forming a wall of muskets behind her all aimed at the Koopa soldiers.

The Soldiers were now speechless. Mami may have been outnumbered but her weapons far outnumber the soldiers themselves. All of them took a gulp for a second and then started to run away.

"RETREAT!"

"Too late! Farewell!" Mami said.

All of the muskets fire rounds of yellow shots one-by-one like a Gatling gun, striking each soldier and knocking them aside. Some of them even retreated within their shells and got blasted as far back as Toad Town Harbor.

However Kamek was not amused. After seeing his army defeated by one girl, he immediately shifted his attention from Homura to Mami.

"Hmph! You think you're so smart with your guns. Well how about facing an enemy twice your size!" Kamek said.

Kamek then fired a magic blast in the air, which became a bright light for a second until the light started to form a large figure. The figure fully took shape as a gigantic Piranha Plant with a pudgy belly, two giant leaves for arms, and pedals surrounding its massive head containing razor sharp jaws. Petey Piranha was summoned and immediately dropped onto the ground directly behind Mami.

Mami was completely caught off guard. Even worse, when she starred down the massive Piranha Plant, Mami started to have horrible flashbacks of a certain Witch with large jaws similar to Petey. Mami was psychologically paralysed in fear, unable to make a move. Homura who was busy taking out the airships suddenly took notice of what's going to happen to Mami and quickly headed towards her.

"This is not good!" Homura thought.

"ROOOOOAAAAAAAAR!"

Mami tried to move, but she was far too scared to even do so. With a sense of déjà vu, Petey Piranha slowly brought his colossal jaws onto Mami's head*.

KABOOOOOOOOM!

There was a large explosion and soon, Petey Piranha's jaws were covered in flames. Mami was nowhere in sight. Instead, she was within the arms of her comrade Homura. Mami slowly opened her eyes to realise that she is still alive.

"Arigato for saving me." Mami thanked Homura.

"Keep it together Mami. I don't want your fear to overcome you." Homura said.

Mami nodded and got back down to the ground, determined this time to take down Petey Piranha.

"ROOOOOOOOOAAAAAAR!"

"I will not let you turn me into a snack! Now begone!"

With that said, Mami fired her muskets into Petey's jaws which causes him to shriek in pain. Mami then once again pulled out her big gun and readied for a finishing blow.

"**Tiro Finale!**"

Mami fired a massive yellow beam at the giant Piranha Plant. Upon contact, the beam set Petey on fire and he shrieked in pain as he fell to the ground, slowly burning to ashes. Mami let out a sigh of relief.

"That was the scariest non-Witch encounter I have ever faced. I better learn to conquer my fear because I have a feeling I will be meeting more of these foes in the future." Mami said.

While Homura is also taking a sigh of relief due to the fact she prevented another Puella downfall, Kamek suddenly sneaked up behind her and shot another magic blast.

"Nani?!" Homura said in a startled reaction. She tried to defend herself with her shield but Kamek's blast was absorbed into it, disabling all of her clockwork mechanics.

"Damn it!"

"Nyehehehehe! Now what are you going do without your ability to control time?!" Kamek boasted.

Homura glared at the magician but it was clear that she was already in dire straits and she had to come up with something fast.

* * *

Back inside the castle, Kyoko charged at Bowser and swung her spear. The spear's wide range struck all of the Kooplings and knocked the aside, but Bowser quickly ducked and countered with a flame breath.

Kyoko dodged the flames and was ready to deliver a finishing blow on the big brute but before she could, Mario arrived and delivered a punch to Bowser's head, causing him to stagger back.

"It's-a-me! Mario!"

"Hey showoff! You stole my finishing blow!" Kyoko remarked at his arrival.

"Grrrrrrrrr! Mario, it's you! I was expecting you to show up sooner or later." Bowser said.

"This will be a piece of cake." Mario taunted his nemesis.

"Gwa ha ha ha ha! I really appreciate your enthusiasm but unfortunately for you, I have an ace up my sleeve!" Bowser said as he pulled out the black jewel from within his shell.

"What the hell?! A Grief Seed!" Kyoko thought as she recognized the item Bowser was holding.

"Now taste my new power!" Bowser shouted. He then pointed the Grief Seed at Mario which caused it to emanate a black aura. Bowser then shot bolts of shadow lightning from the Grief Seed at Mario.

"Aieeeeeeeeee!" Mario screamed as he was knocked out by the lightning bolts. Kyoko reacted and pointed her spear at Bowser.

"Dammit! He should not be using that Grief Seed like that. It only increases the chances of a Witch being born." Kyoko thought.

"Gwa ha ha ha ha! I originally meant to save this for Mario only but if you want to have a taste of my power, be my guest!" Bowser said as he shot more shadow bolts at Kyoko.

Kyoko tried to defend but there were too many bolts. Kyoko was struck and kneeled to the ground in numbing pain. The bolts even interacted with Kyoko's Soul Gem, causing it to become slightly dark.

"Now that takes care of my nemesis and that girl, time to kidnap the Princess." Bowser said. He then pointed the Grief Seed upwards and shot a shadow bolt at the ceiling, causing a portion of it to crumble and form a hole into the upper floor. Bowser jumped into the hole in pursuit of Peach.

"Stop!" Mario shouted as he tried to get up, but him and Kyoko are too numb from the bolts to even stand up properly.

"Just where the hell did he find that Grief Seed? It shouldn't even exist in this world." Kyoko thought.

* * *

Up in the upper floor, Bowser punches through the door and into the clock room where Peach, Madoka, Luigi, and Goombella are hiding.

"There you are Princess! You're coming with me!" Bowser said.

"Just give it up already! You know that you will eventually fail like the many times you have captured me before!" Peach said.

"On the contrary, but Mario is no match for my new power thanks to this jewel I have in my possession." Bowser said, showing the Grief Seed.

"*gasp* A Grief Seed! But how?" Madoka thought.

Luigi stopped shuttering as he tried to get his courage to face the fearsome Koopa King.

"L…Luigi will-a stop you h…here." Luigi said in a stuttered tone.

"Beat it Mr. Green! You are hardly worth the fight!" Bowser said. He then swapped Luigi aside with his hand and he was sent flying into the pendulum of the clock.

"Yaaaaaaaaah!"

"Now then…" Bowser said as he looked at Peach. But then Madoka stepped in between Peach and Bowser with her arms spread out in a defensive position.

"Madoka, what do you think you're doing?" Goombella said.

"I won't let you take the Princess!" Madoka shouted.

"Hmph! And what are you going to do about it little girl? You look powerless compared to the rest of the girls I encountered." Bowser smirked.

"I...If you don't back away, then I'll make a contract and I will make sure that you will pay for your actions!" Madoka said.

"Madoka, you're not really thinking that are you?" Peach asked.

However Bowser was not moved by Madoka's words. He began to chuckle and laughed out loud at what he thought was a bluffing joke.

"Gwa ha ha ha ha! What ridiculous nonsense you're spouting out. What contract?" Bowser continued to smirk.

Madoka realized that her threat was fruitless when she noticed that Kyubey was nowhere in sight. She started to become fearful.

"You may not look like much, but you impressed me so I will take you along with the Princess." Bowser said with a smirk.

Bowser reached for the two girls and captured them both, with Peach in his right arm and Madoka in his left arm. He blew his whistle to call the Kooplings as well as the Koopa clown car to make a quick getaway.

"Gwa ha ha ha ha! Everything went as planned. Now let's get outta here!" Bowser commanded.

"Alrighty Pops!" All his Kooplings responded. They all hitched a ride on the Koopa clown car and flew out of the castle back to the flagship.

"HOMURA-CHAN!" Madoka screamed as the Koopa clown car disappeared into the sky.

"Oh no. I have to tell Mario about this." Goombella said. She then stormed out of the room. Luigi was still seeing stars as he swings on the clock pendulum in a dazed position.

"Mamma-mia…"

* * *

Back outside, Homura struggles to dodge Kamek's spells. With her time powers disabled, all she could do was throw pipe bombs at the magician but Kamek was able to clear every explosion with his magic blasts.

"Nyehehehehehe! You really are powerless and pathetic without your time manipulating powers!" Kamek taunted.

Kamek then heard Bowser's whistle and saw him and the Kooplings board the flagship with Peach and Madoka in tow.

"Kamek! Are work here is done! Let's leave now!" Bowser commanded.

"Let me go! Homura-chan will get you for this!" Madoka struggled.

"Oh stop your wining and be more like the Princess already." Bowser said.

Homura saw Madoka within Bowser's grip.

"No!" She thought. "Not Madoka too!"

"Nyehehehehe! You lost little girl. Now it's time for me to finish you!" Kamek said as he prepared his most powerful blast.

"Have a nice flight!" Kamek shouted. He then fired a larger blast which zig-zagged around Homura before striking her down.

"Aaaaaaaaaaaaah!"

After the attack, Kamek rejoins Bowser on the flagship as it prepares to head back to Bowser's Castle with the remaining airships.

In the courtyard, everyone inside the castle including the bruised Sayaka runs outside to see the airships already leaving.

"Dammit! We're already too late!" Kyoko said.

The rest of the Pulla Magi run to Homura's aid. She staggers to get up after receiving such a powerful blow from the magician.

"Are you ok?" Mami asked.

"I…I'm fine. Where's Madoka?" Homura said.

"I'm afraid your friend has been taken by Bowser along with the Princess." Goombella said.

"No… I failed. I failed to protect her after so long." Homura said as she began to form tears in her eyes, watching the airships disappear beyond the horizon.

"MADOKA!"

**End of Chapter**

* * *

**Author's Note: "Whew boy, my longest chapter as of yet. I put a lot of effort into it so I hope it pays off. Well, stay tuned for the next chapter. ^_^"**

* * *

**Notes:**

*Danmaku is Japanese for Bullet Hell. They are a series of very hard shooter games that require you to dodge a barrage of projectiles coming at you at once. Hence why I referred the fireball attacks happening at the same time as a danmaku fest. The most notable of these types of games are the Touhou games, however Castle of Shikigami (one of my favorites) is also no stranger to this genre.

*The scene with Mami and Petey Piranha was influenced from Episode 3 of Madoka Magica.


	6. Journey of a Thousand Times

**Puella Magi Super Smash Magica**

(a Madoka Magica & Super Smash Bros. crossover)

* * *

**Chapter 5: The Journey of a Thousand Times ~Madoka in Peril**

-Toad Town-

The entire town was in ruins from Bowser's attack and many homes were destroyed, leaving many of the Toads homeless while the Toads that were injured are quickly rushed to the clinic for treatment. Those that can still walk or have escaped the attack unscathed now walk around the damaged town salvaging whatever they could find for recovery and reconstruction.

"And so, the fearsome fiend of the Koopa Troop strikes again. This is most unfortunate." Merlon said while trying to help Rowf salvage what he could from his obliterated shop.

"I'll say! Bowser has the tenacity of a cockroach. No matter how many times the Mario Bros show that demon of a Koopa a lesson, he'll always come back with another scheme." Rowf said.

"I wonder how the Puella Magi of Mitakihara faired against him? It was perhaps their new experience facing enemies beyond the realm of their own." Merlon said.

"You mean the girls? Eh, not so much. I saw the black-haired one got owned by Bowser's magical servant and she was by far the strongest of the bunch."

"I see. Perhaps they did underestimate Bowser's true strength." Merlon brought out.

"Look, I can take my shop getting raided by Shy Guys and destroyed by girls in a freak accident. But now I'm infuriated that my whole business is destroyed by some intentional attack! I swear, if my shop gets destroyed again by some big disaster, I will go insane!"

"Dad, please calm down!" Rhuff said.

"Sadly, Bowser's attack on this town was only the calm." Merlon said.

"What do you mean by that?" Rowf asked.

"The real storm will begin with the upcoming appearance of Walpurgis Night, just as Master Hand predicted. The girls better prepare fast." Merlon said.

* * *

-Peach's Castle-

"Oh travesty! The Princess has been kidnapped again! It is truly the end of this old Toad's duty to protect her! The end!" Toadsworth panicked over and over as he grieved over his loss.

"Toadsworth, keep it together! Remember your high blood pressure!" One of the Toads said.

"Oh woe is me!" Toadsworth continued to panicked.

"Is he always like this every time the Princess gets kidnapped?" Sayaka asked.

"Apparently so." The Toad answered. "I mean I can't really blame him in a way because it was his duty to ensure her safety."

"You should have seen Homura though. I mean look at her. The poor girl is the most depressed from the kidnapping more than anyone here." Goombella said.

Goombella, Sayaka, and the Toads looked at Homura who is starring outside the window in melancholy.

"*sigh* I hope she recovers soon, because sooner or later, we'll need her help in even more dangerous situations than this." Sayaka said.

"Say I was wondering to ask, does Homura have a deep connection with Madoka somehow?" Goombella asked.

"How should I know? Homura-san was only a new transfer student who arrived at our school just a few days ago. She barely knew Madoka-chan but yet Homura-san acts as if she had known her for years. It doesn't make sense. I mean, I have been Madoka's friend since childhood and Homura-san thinks she knows her more than I do." Sayaka answered.

"I see. Then again, since I met her, I found her a tad mystery." Goombella said. Sayaka nodded in agreement.

"*sigh* It's no use." Mami said.

"Any luck Mami-san?" Sayaka asked.

"I tried connecting to Madoka telepathically in the direction where Bowser's fleet headed but she is too far beyond our range." Mami answered.

"Dammit! I swear, if I run into that creep Bowser again, I will tear him to shreds! No makes off with my best friend! No one!" Sayaka said.

Goombella approaches the depressed Homura in an attempt to cheer her up.

"Hey c'mon, cheer up. There's no need to be like this all day you know."

"What is that fiend going to do with Madoka? Is he going to kill her?" Homura asked.

"Nope, not really. From what I heard, Bowser is actually quite tame with his prisoners. He doesn't harm the Princess or anything. He just keeps her as his own trophy while he takes over the kingdom and besides, the only person Bowser wants to kill is his nemesis Mario only so rest assured Madoka is safe." Goombella answered.

"I see. Thank you for filling me in on the details." Homura said.

"Don't mention it. I've had some experience with the red plumber myself so I somewhat know what it's like." Goombella said.

"Good! Knowing that Madoka is still alive will prevent the need to turn back time once again. I just need to know where Madoka is being held and rescue her." Homura thought.

Homura looks at her time shield and remembers Kamek disabling it with his magic.

"But it's not like I can turn back time at the moment anyway. That magician put a curse on my powers and it will take some time for me to undo it."

Kyoko comes storming into the room.

"Kyubey is nowhere around the castle. He could've been taken by these overgrown turtle freaks as well." Kyoko said.

"What?!" Homura responded in her head.

"No way! Even him too?" Sayaka said.

"I searched the whole castle after I noticed that I couldn't sense him. He couldn't have just wandered off somewhere so I think those freaks kidnapped him." Kyoko explained.

"No, not good! If Kyubey is taken to that fiend's hiding place along with Madoka, then that means…"

Homura started to have haunting flashbacks of Madoka officially making a contract with Kyubey which would eventually lead to her downfall.

"No! I have to stop Kyubey before that happens!" Homura thought.

Homura started to bolt from the castle but before she could exit, Kyoko got a hold of her and prevented her from leaving.

"I knew you would make rash decisions by your own. Where do you think you're going?" Kyoko asked.

"I have to find Bowser's hiding place and rescue Madoka now!" Homura said, struggling to break free from Kyoko.

"Hey calm down for a sec. We still have no idea where Bowser headed. You're not going to do much when you're running down a blind trail." Sayaka said.

"Listen to your friend here. Besides, the only people with experience heading to Bowser's Castle are the Mario Bros. We just need their help in this kind of situation." Goombella said.

"Oh yeah. These two saved the Princess countless times before so they should know how to get to his castle." Sayaka said.

Homura stopped struggling and calmed down. Kyoko then released her grip on her.

"*sigh* Very well. Seeing as how I can't do this on my own right now, I'm going to need help from the Mario Bros to save Madoka." Homura said.

"There we go! That sounds like a wiser plan to go with from our strategist." Sayaka said.

"I agree." Kyoko nodded. "Now before we set out to that creep's castle, let me give you a heads up. Bowser is in possession of a Grief Seed so be very careful when confronting him. We already experienced just how much strength he's capable of pulling off alone."

"A Grief Seed? Are you serious?" Sayaka said in disbelief.

"But shouldn't Grief Seeds only exist in our world?" Mami asked.

"That's what I thought but my disbelief went out the window when I saw him use the Grief Seed against me and Mario. It seems Bowser is using the Grief Seed to amplify his own power so that's something we need to watch out for." Kyoko answered.

"This is definitely trouble. Bowser doesn't even realize that he has a Witch egg so if that hatches, both the Princess and Madoka-san will be in peril." Mami said.

"Exactly! That's something we need to take care of before it becomes a problem." Kyoko said.

Homura nodded. "Ok, let's prepare for our journey. The sooner we can save Madoka, the better it will be for us."

"Because I don't want to end up reversing time again if something happens to her." Homura thought.

"I still have to wonder how Bowser managed to find that Grief Seed though." Sayaka said.

"We can wonder about that later once we rescued the Princess, Madoka-san, and Kyubey." Mami said.

The Mario Bros enter the castle, all set for their next journey.

"Oh thank the stars! Master Mario and Master Luigi are here to save the day once again!" Toadsworth all of a sudden shouted.

"Wow. It doesn't take much to change his mood." Sayaka said.

"Either that or he has gone completely bonkers from the Princess' absence." Goombella followed.

"So are we all set to find Bowser's hiding spot and rescue the Princess?" Mami asked.

Mario nodded. "Yes. We have packed up everything we-a needed back at our house. We're all set to go."

"Alright! We're coming too. Our friend is being held there anyways so we need to save her." Sayaka said.

"Are you sure? It is-a going to be a very dangerous journey and Bowser is no pushover." Mario said.

"We're Puella Magi after all so we are more capable of handling this journey. We have experience facing danger back in our world." Sayaka said.

"Pffft! Coming from the newbie that made a contract a few days ago. At least I have experience." Kyoko thought.

"We may be Puella Magi but this is our first time going on this journey. Bowser is indeed no pushover so we can't get too overconfident and we may need the Mario Bros' help to take down the big brute if the situation gets dire." Mami said.

"I have to agree on that. Just keep in mind that Bowser has a Grief Seed. There's no telling what he might do with it once we confront him." Kyoko said.

Homura nodded. "Alright, let's get going then. Mario and Luigi, please help us save Madoka."

"Ok then. Let's-a-go to Bowser's Castle!" Mario said.

"You lead the way then. You two are the main heroes so we'll just assist you along the way." Mami said.

"Leave it to me: the Great Luigi to-a help you save your friend."

"Don't cower on us this time Mr. Green, or I'll have to pound some sense into you!" Kyoko threatened.

"Aah! Kyoko can be-a really scary sometimes." Luigi said.

"I'm coming too. This will be really exciting going on an adventure with Mario after a long time." Goombella said.

"Good luck Mario Bros and the Puella Magi! Please return here safely with the Princess." Toadsworth said.

Everyone nodded as the group of seven which consists of Homura, Mami, Sayaka, Kyoko, Mario, Luigi, and Goombella prepared to leave for Bowser's Castle. The journey of which happened countless times by the Mario Bros will be a new experience for the Puella Magi.

* * *

-Bowser's Castle-

Within the throne room of the castle, all of Bowser's minions were already throwing a party celebrating their latest capture victory. All over the room were banquet tables filled with succulent dishes and minions chatting amongst each other in a casual manner. Bowser himself is sitting on his throne enjoying a glass of mushroom wine while looking at the Grief Seed sitting on a nearby pedestal, gleaming with a pulsing white light inside the main sphere.

"Gwa ha ha ha ha! Now today is definitely a day to remember." Bowser said.

"Your nastiness. Mind I ask why you are throwing a party after our capture of the Princess?" Kamek asked. "You usually never do that."

"Well think about it. Not only is this my victory against my nemesis Mario but also my triumph against four unknown girls who got in my way in an attempt to save the Princess. This is all thanks to this jewel you found from, whoever knows where. Gwa ha ha ha ha!"

"The jewel of which you speak was found buried within the sands of Dry Dry Desert after my wand detected a magical distortion within the area. I sent my excavation team to unearth the item which had the presence of evil power all over it."

"Well no matter the origins of this jewel, as long as I have it to provide me power, I'll be able to crush my nemesis with ease." Bowser said, holding the Grief Seed in his hand.

Two guards enter the throne room with Madoka in tow.

"As requested Lord Bowser, we brought over the new prisoner." One of the guards said.

"Very good. Now I can be able to speak with this newcomer to our castle." Bowser said. He then got up from his throne to approach Madoka who was really scared.

"So tell me little girl? What is your name?"

"M…My name is Kaname Madoka. Please let me go at once!"

"Gwa ha ha ha ha! Well unfortunately I can't do that Madoka because you seem to have a close connection with the four girls who crossed my path. I'm keeping you as my personal reward for my triumph against them even though you're not much worth keeping unlike the Princess."

"You're talking about Homura-chan and my friends are you?"

"She admits it. So you do have a close connection with that annoying time traveller who obliterated half of our fleet." Kamek said.

"Time traveller? What does he mean by that?" Madoka thought.

"Well that's all the more reason I should keep you in my castle then." Bowser smirked. "Perhaps it will provoke those girls into coming to my castle so that I can crush them along with Mario. Gwa ha ha ha ha!"

As Bowser was laughing, Madoka took a glimpse of the Grief Seed he had in his possession and noticed that the light from within is getting brighter. She feared the worst at the possibility of a Witch being born.

"You should not be keeping that Grief Seed. It's very dangerous!" Madoka said, trying to warn Bowser of the approaching danger of the Grief Seed.

"Hmm? Say what again?" Bowser said.

"That Grief Seed is a Witch egg! If you continue to keep it with you then a Witch could be born and you could all be killed!" Madoka said.

The entire room was silent. All of Bowser's henchmen turned to look at Madoka for a brief moment.

"BAHAHAHAHAHAHAHAHAHAHA!"

The entire room all of a sudden was filled to the brim laughter as all of his henchmen, including Bowser himself laughed at Madoka in disbelief.

"Gwa ha ha ha ha! A Witch egg, you have got to be kidding me. You sure know how to make us laugh with your nonsense. What next, you're going to tell us that you're some kind of goddess or something?" Bowser smirked.

"No, you don't understand! I'm being serious here! If that Grief Seed hatches, you'll all be in big trouble. You'll need to get rid of it before that happens." Madoka said.

The entire room was filled with laughter once again.

"This girl really knows how to entertain people with her nonsense. Oh well, enough of this. Guards, take her to the same room as Peach, and do not harm her! Understand?" Bowser commanded.

"Yes sir!" One of the guards said while still giggling. Both of them then took Madoka out of the throne room. As the rest of the minions catch their breath from their laughter, Kamek closely inspected the Grief Seed and started to become suspicious of Madoka's words.

"Maybe that girl knows more about the jewel. I do sense some evil energy building up inside it so she could be telling the truth." Kamek said.

"Oh don't be ridiculous! How would that girl exactly know the properties and power this jewel holds? As long as it provides me power, Mario doesn't stand a chance. And besides, Madoka gave it a name and so I will now call it "Grief Seed" because it sounds awesome!" Bowser said.

Bowser continued to look at the Grief Seed, which was still pulsing with a glimmering white light. The black aura of the Grief Seed increased with every pulse the light makes.

* * *

The prison room of the castle is more furnished and decorated compared to the rest of the castle. The floor is covered by a red carpet and there are a couple of furniture outlaid across the room which includes a few couches, a sofa, and a table with a fruit bowl sitting at the center. Madoka looks outside the bared window of the door which has two Koopatrols guarding outside the room.

"*sigh* What did I do to even deserve this? I was only trying to help out." Madoka said.

"I take it that this is your first time being kidnapped right?" Peach asked. "It must be a hard experience for you."

"Hai!" Madoka nodded. "I'm really sorry Princess. It's all my fault that we ended up like this."

"Don't feel sorry Madoka. You were only trying to do what's best to help out. It is not your fault that I was kidnapped again, this always happens because Bowser never learns from his actions." Peach said.

"I see. If only there is some way that we can out of here just so I can see my friends again. I feel so useless."

"_Well then, perhaps I can change your destiny._" Said a voice. Both Peach and Madoka turned around to see Kyubey walk out from behind the sofa.

"Kyubey, how did you get in here?" Madoka asked.

"_As I recalled back at the castle Madoka, I overheard that you wanted to make a contract just so you can save the Princess from Bowser. But before I was able to do so, one of his children captured me and I ended up here in this castle._" Kyubey explained.

"I see, but what do you mean when you said that you can change our destiny? Is it about making a contract?" Peach asked.

"_You are correct Princess. I can help both of you escape from this castle if you two can make a contract with me._"

"Really? You can help us escape if we make the contract?" Madoka asked.

"_Yes. Now then Peach and Madoka, what is your wish?_"

"My wish…" Peach thought as she searched for a wish that she could make to the Incubator. Her true desire was to end the kidnappings and chaos caused by Bowser so that the Mushroom Kingdom can be at eternal peace, but then Peach hesitated when she remembered Homura's words back at her castle.

"_**No matter what he offers to you, do not accept it. If you make a wish, he'll seal your fate forever.**_"

"I'm sorry Kyubey but I will have to decline your offer." Peach answered.

"Huh?" Madoka wondered.

"_Are you sure about this Princess?_"

"I'm sure of it. I may be in a desperate situation as of now but I see no reason to make a wish to escape Bowser's castle just for my sake. That would be my own selfish desire I would end up regretting later on."

"_I see. Well if that's your decision then I won't force you to make a contract. At least I tried to grant your wish but I still have Madoka to make her decision._"

The Incubator approaches Madoka.

"_Now Madoka, do you still want to make the contract?_"

"I…I…"

Peach interrupted Madoka by putting her hand on her shoulder.

"Madoka, before you make a decision, mind if I suggest that you wait a little longer?"

"But why?"

"Just trust me on this. I know the Mario Bros and your friends will be coming to save us, so please before you accept the contract, let's be patient and wait for their arrival." Peach said.

"That's right. These two are your saviors. I completely forgot about that the moment I was captured." Madoka said.

"Mhmm." Peach nodded. "Never doubt the Mario Bros because they will always come to save the day."

"Ok! It's decided then." Madoka nodded. She then turned to face the Incubator with an answer.

"Kyubey, forgive me but I'm going to wait a little longer before I make a contract."

"_Very well then. I won't rush you for your answer. I will wait as long as it takes for you to make a decision._" Kyubey said.

Madoka agreed with a nod and then turned around to look at Peach with a smile.

"I have hope that your saviors will come to save us. I trust you Princess." Madoka bowed.

"Never lose that hope Madoka. Just be thankful that there will always be someone to help you out." Peach smiled.

With that said, both Peach and Madoka gave themselves a pinkie swear of their trust.

"Someone to help you out… " Madoka thought.

* * *

-Blubble Lake-

"…and that is how me and Mario defeated the Shadow Queen and saved the world from eternal darkness." Goombella said, telling the Puella Magi about her adventures with Mario.

"Wow. It must've been a tough battle for you guys but then again, if you don't put your life on the line then you're not going to prove your worth for the people you care about." Sayaka said.

"Now according to Mario, Bowser's Castle should be across this lake. I saw the airships fly over this direction so we should be heading the right way." Mami said.

"Yes. Bowser always builds his castle in a specific location so-a we know how to-a get there many times before." Mario said.

"I'll go check the area." Homura said. She began to hover in the air and landed on a high cliff where she took out her binoculars and looked over the horizon. Within sight, a mountain range covered by thick dark clouds can be seen.

"I see a mountain range just beyond this lake. I'm guessing this is where Bowser built his castle so we should head over to this direction." Homura said.

"Let me see for a sec." Kyoko said as she prepared to jump up the cliff.

"Whoa, Kyoko be caref…"

Goombella tried to warn Kyoko but as she jumped, her head struck an invisible coin block and she reeled back in pain.

"OWWWW! Who the hell put that thing in the way!? I didn't even see it!" Kyoko said while rubbing her head.

"Be-a careful Kyoko. You-a never know where an invisible coin block may-a be." Luigi said.

"This world sure is full of these weird floating blocks. I can see them all over the place." Sayaka said.

Sure enough, Mami pointed her musket at one of the visible blocks and fired. When struck, the block released a coin and turned dark-brown afterwards.

"Very interesting!" Mami said in curiosity.

As the group continued across the lake shore, Sayaka spotted a couple of flowers that were very unusual and decided to check them out.

"Oh wow! These are nice flowers. I never seen flora like this before." Sayaka said as she takes a sniff of the flowers.

"They smell so good."

"Sayaka! These flowers have very strong pollen. Back away or you'll…"

"Ah….ah…..ah…..AAAAACHOOOOOOOOOOOO!"

Again, Goombella tried to warn Sayaka but the flowers cause her to sneeze with such force that she is propelled into the cliff wall. The force of the sneeze also knocks her Soul Gem onto the ground near the flowers.

"*sniff* Whoa, that was strong. I guess flowers in this world are a lot more different than the flowers from our world." Sayaka said while getting up.

"You should-a always be careful around things you-a don't know about." Luigi said.

"I was just curious ok. There's no harm in checking out new things you never seen before." Sayaka said.

When Sayaka tried to pick up her Soul Gem, a mysterious figure all of a sudden appeared and swiped it before Sayaka can even touch it.

"Hey! Who took my Soul Gem?"

The group turned to look at the figure who swiped Sayaka's Soul Gem, who appears to be a green-skinned man wearing a stereotypical 1920's criminal get-up. The man snickered as he help up Sayaka's Soul Gem in the palm of his hand.

"Aha! This beautiful gem is mine see! You poor saps just got swindled by none other than me: Popple the Shadow Theif!" The man said.

"Hey Jerk! What's your beef with us?!" Goombella said.

"Hand over Sayaka's gem at-a once!" Mario warned while preparing his fists.

"Oh criminy! If it isn't the Red and Green plumbers I despise the most. I will never forget the many times you have thwarted me from stealing the Beanstar! Well I say boo to you because this girl's gem is mine see!" Popple said.

"Wait, you two met this guy before?" Kyoko asked.

"He was the thief that-a gave us trouble in the Beanbean Kingdom." Luigi said.

"A thief you say. Well in that case, I better make sure that he doesn't get away without consequences." Mami said, pointing a musket at Popple.

"Unless you want a severe headbonk beating, I suggest you give back Sayaka's gem right now!" Goombella warned.

"Oh, so you want to fight eh? Well to bad for you because I'm on a really tight schedule see! See ya later suckers!"

Popple all of a sudden pulled out a cannon and held it in a fashion of a rocket launcher. He fired a Bullet Bill at the group which exploded in between them and created a plume of smoke as the explosion dazes them, causing Popple to make his quick escape.

"Ha ha ha ha ha ha!"

"Sayaka! After him!" Homura shouted, knowing full well that Sayaka cannot get too far from her Soul Gem.

"That moron is really going to get it!" Sayaka said as she charged after the running thief. The rest of the group followed in pursuit.

Popple quickly hopped onto a raft and then fired his cannon to boost it onto the lake.

"Ha ha ha ha ha! Let's see you try to catch me now see!"

"Dammit!" Sayaka said.

"I'll handle this!" Homura said. She pointed her rocket launcher at the fleeing thief and fired. The rocket quickly closed in on the raft.

"Oh cripes!"

The rocket exploded, destroying the raft and sending Popple high in the air.

"So you like to fight with rockets see? Then eat this!"

From within the air, Popple fired three Bullet Bills from his cannon at Homura. She quickly dodged two of them but the last one impacted the ground near her, blowing her back with a shockwave.

"Gaaaaaaah!"

Popple lands on the shore nearby and chuckles.

"See! You can't compare to the brilliant Shadow Thief who always comes up with brilliant tactics!" Popple taunted. Suddenly from above, Goombella drops down onto Popple with a quick headbonk.

BONK!

"Doooooooh!"

"Now there's a dinger for ya!" Goombella taunted.

Mario quickly followed with a punch to Popple's face, sending the thief crashing into the rock nearby.

"Gaaaaaaaaaagh!"

Mami quickly pulled out her muskets and fired them one-by-one at the thief. Popple quickly gets back up his feet and quickly dodges each shot while trying to make his getaway.

"Oh no you don't!" Sayaka shouted while charging at the thief with her cutlass. Sayaka quickly closes in on Popple and knocks him over with the blunt side of her blade.

"Gaaaaaaagh!"

Popple tumbled onto the ground by the blow from Sayaka's cutlass. As he got up shortly afterwards, he noticed that he was cornered by the cliff face of the lake.

"Oh that's just great! A dead end!" Popple said in disbelief.

"Just give it up already! Thieves like you will never win!" Kyoko said.

"Don't be so sure of yourself just yet! I haven't even introduced you to my Rookie. Together, we'll squash you like little ants that you are see!"

Popple turned to look up the cliff and raised his hand high in the air.

"Come Rookie! It's squashing time!"

From high on the cliff, a massive Koopa dropped down onto the ground causing everyone in the group to stumble upon his landing. The Koopa had a giant red shell and also wore a pair of swirly glasses.

"You call boss?" The Koopa asked.

"Yes Rookie! Now let's show those fools not to mess with the Shadow Theives!"

"That's one big Koopa." Kyoko said.

"Heh! It's nice to meet you. My name is Kent C. Koopa: the largest Koopa to have ever walked on this Earth. Facing me will only result in you being flatten into a pancake!"

"Are you ready worms? It is time for us to shine to victory!" Popple shouted while pulling out his cannon once again.

"I'll make you eat those words!" Sayaka shouted. She charged at Kent with her cutlass, striking him in his stomach. But the giant Koopa was unfazed by the attack.

"Oh hey, was that a sword strike or just the wind?" Kent taunted as he smirked. He quickly countered with a powerful punch and knocked Sayaka back.

"Aaaaaaaaaaaaaaaaaaaaaah!"

"Well done Rookie! That'll teach that fool!" Popple snickered.

Luigi sprang into action.

"Now it's-a Luigi's turn! **Spring Jump!**"

Luigi jumped very high into the air and plummet down onto Kent's head with the force of a meteor, causing him to stagger back a bit.

"Heh! It'll take a lot more than jumping to take me down!" Kent taunted.

"Ok then, how about some firepower!" Mami said. She fired several muskets at the giant Koopa at close range. However Kent's large size allowed him to graze through the shots without much of a scratch and charged at Mami with a body slam, impacting her with such force to send her flying through the foliage and into the cliff face.

"Aaaaaaaaaaagh!"

"Not even guns are a match for me! How pathetic!" Kent taunted some more.

"Tch! Koopas are really starting to be a real pain." Kyoko said.

"Alright Rookie, let's finish them off so I can sell this gem for big coins!" Popple said.

"Yes Boss!"

Sayaka got up and turned to face the duo again. "I won't you get away with my Soul Gem!"

Sayaka charged at the duo once again and zig-zagged around Kent. Popple fires more Bullet Bills from his cannon and Sayaka manages to dodge them all, striking Kent with her cutlass.

"Don't you even learn little girl? No matter how fast you are, you will never faze me with that tiny sword." Kent said. He delivered his fist at Sayaka but this time she manages to catch the fist and struggles to defend herself.

"Can't hold on for much longer…" Sayaka said.

Mario leaped up to Kent's head and struck him in the head with a hammer, causing him to lose balance. Seeing the opportunity, Kyoko charged at Kent with her spear and struck him in his stomach, knocking him on his shell.

"Dag-nabbit! Not this again." Kent struggled.

"You Koopas are just like regular turtles. Now time to end this!" Kyoko said while charging at the defenceless Kent with her spear. But before she could deliver a finishing blow, to her surprise Kent got back up quickly and brought has massive fist onto Kyoko, impaling her into the ground.

"Aaaaaaaaagh!"

"Ha ha ha! Gotten a little too cocky for your own good. I told you I wasn't kidding when I said that I would flatten you into a pancake."

"We've got to come up with a plan to deal with him somehow." Mami said.

"I'll get his attention while all of you quickly surround him. He shares the same weakness as other turtles so all of you will have to go all out and knock him over." Homura said.

"But what about the thief?" Sayaka asked.

"I'll deal with him later. There's not much he can do other than assist his own lackey." Homura said.

"I see, so we take down the brute first, and then the small fry later." Goombella said.

"Exactly! Now let's go!" Homura said. She pulled out several rocket launchers and fired their rockets at Kent, who endured each blow like an impenetrable fortress.

"You're wasting your time. Not even the most powerful firearms can take me down." Kent taunted.

Popple retaliated with more Bullet Bill fire from his cannon. Each of the Puella Magi dodge the Bullet Bills as Goombella sneaked up behind Kent to deliver a headbonk.

"Then how about a simple headbonk!" Goombella shouted.

BONK!

"Grrrrrrrr! Why you little annoying Goomba!"

Mario suddenly rushed up in front of Kent and delivered a kick to his face, causing him to stumble. Sayaka followed with a quick strike from her cutlass and knocked the giant Koopa down again.

Mami took advantage of his weakness and pulled out her big gun, readying her Tiro Finale. But before she could fire, Luigi rushed over at the giant to prove his worth.

"Luigi, what are you doing?" Mami said.

"I…I am notta coward! Now prepare to face Luigi!" Luigi said.

When Luigi closed in on Kent, he quickly got up and grabbed the green plumber with his hand.

"Well if it isn't the king of second bananas. How's this for your great faceoff!" Kent said. He then tossed Luigi right into the barrel of Mami's gun just when Mami was about to pull her trigger.

"Yaaaaah! Help me!" Luigi screamed as he struggled to get out of the barrel, but it was too late.

"**Tiro Finale!**"

"YAAAAAAAAAAAAAAAAAAAH!"

Luigi was shot out of the gun with such high velocity that the yellow beam around him formed a tail like a speeding comet, quickly closing in on Kent.

"Oh crud…"

Luigi impacted Kent so hard that he was literally sent flying over the cliff and plummeted into the lake.

"Uwaaaaaaaaaaaaaaaaaaaaaaaaaaaaah!"

Luigi was dazed from the attack and struggled to keep his balance.

"mamma-mia…"

"Whoops! Are you ok Luigi?" Mami asked in concern.

"Now we have one less problem to take care of." Homura said, glaring intensely at Popple.

"Cripes! You defeated my Rookie! Well this is not over see! I'll show you!"

Popple tried desperately to fire more Bullet Bills at the group but Homura ran quickly at the thief who then started to panic.

"It's over!" Homura shouted as she quickly zig-zagged behind Popple and fired a rocket at him. With no time to react, the explosion sends Popple flying into the cliff face, knocking him out.

"Dwaaaaaaaah!"

"Alright! That'll show that moron not to mess with us!" Sayaka taunted.

Homura approached the knocked out thief and pointed a pistol at his head.

"Hand over Sayaka's Soul Gem right now and I'll release you unharmed." Homura warned.

With no further tricks up his sleeve, Popple agreed to Homura and handed over Sayaka's Soul Gem. She puts away her pistol and releases Popple, who then runs away.

"Don't think the Shadow Thief will forget what happened here see! You girls are just as annoying as those plumbers!" Popple shouted before running for the hills.

"Geesh! What a moron! This is why I don't like hoodlums." Goombella said.

Homura gives the Soul Gem back to Sayaka.

"Remember this Sayaka. As long as you're a Puella Magi, it is your responsibility to take care of your Soul Gem. Entrust it with your life." Homura said.

"Thanks. I've gotten a little bit too careless when I sniffed those flowers back there. I promise it won't happen again." Sayaka said.

Kyoko got up from the hole Kent made when he impaled her to the ground, rubbing off the dirt from her outfit.

"Geesh! Are all Koopas this insanely powerful?" Kyoko said while checking her bruised body.

"Are you ok Kyoko-san?" Mami asked.

"I'd be more worried about Luigi than Kyoko. I mean the poor guy was fired out of your gun for Star Haven's sake." Goombella said.

"Y…You don't have to-a worry about me. I can take this like-a no problem." Luigi said, still feeling a bit dizzy.

"We wasted enough time here because of that thief. We need to get to Bowser's Castle as quickly as possible." Homura said.

Everyone nodded. "Yes! Let's-a-go!"

As the group continued to the mountain range on the other side of the lake, not far from the battle site of Popple inside a nearby bush, a red Shy Guy emerges with a walkie-talkie in his hand.

"This is Red Spy* to Bowser. Red Spy to Bowser, over?"

* * *

-Bowser's Castle-

"_The Mario Bros are on their way to your castle. Accompanying them are a lone female Goomba and four human girls wearing strange outfits._" The Shy Guy spoke through Bowser's walkie-talkie.

"Quickly, describe the girls in detail." Bowser said.

"_One girl has blue hair and wields a sword, the other girl has red hair and wields a mid-range spear, the next girl has yellow hair and uses a ton of guns, and the last girl has black hair and uses explosives._"

"I see. They're the girls that I have fought in Peach's Castle. The fact that they're coming here means they do have a connection with the one named Madoka after all."

Bowser got up from his throne and approached Bowser Jr.

"Junior, ready your siblings and the whole Koopa Troop. We're going to give the Mario Bros and those girls some of our hospitality. Gwa ha ha ha ha!"

"Right away Papa!" Bowser Jr. nodded.

On the pedestal, the Grief Seed continued to pulse with a bright light, getting ever stronger as it continues to build up energy.

"**Heeheeheeheeheeheehee!**"

**End of Chapter**

* * *

**Author's Note: "Now before you criticize on the fact that Kent C. Koopa was already used in both Game2002's and Specter24's crossovers, just let me explain that the reason I included him in this story is because Popple is not really very strong to begin with so that's why I chose Kent to be his Rookie as well as equip him with a Bullet Bill Blaster. I hope you enjoyed. ^^"**

**Notes:**

* * *

*Red Spy – A reference to Team Fortress 2, specifically the "Meet the Spy" video.


	7. Attack on Koopa Castle

**Puella Magi Super Smash Magica**

(a Madoka Magica & Super Smash Bros. crossover)

* * *

**Chapter 6: Attack on Koopa Castle***

The Mushroom Kingdom was always a pleasant and peaceful place, but there is one region in the kingdom where the exact opposite plays out. The desolate wastelands of the kingdom hidden within the mountains are dark, eerie, and forbidding with signs of volcanism present throughout the area. Everywhere you see, there are active volcanoes constantly spewing out lava to form many of the lava lakes and reservoirs around the wastelands. The dark clouds looming overhead are the result of this volcanism as barely any sunlight gets through, forever remaining a dark place untouched by light. Because of this land's hostile nature, no one would dare to set foot into it, making it ideal for Bowser to claim the land and use it as his home. This land is now called the Land of Bowser, as the Koopa King rules over this desolate wasteland with an iron fist from his own castle: the only structure that has been ever built here.

The Puella Magi, the Mario Bros, and Goombella are now about to approach Bowser's Castle. They took a glimpse of their surroundings as they walk down the pathway suspended over a lake of lava.

"Ughh… It's really hot out here, and I find it more difficult to breathe. Why would Bowser built his castle in a place like this?" Sayaka said.

"This is probably what my father envisioned of hell when he told me about it when I was a child. Is this what he meant about suffering for your sins for all eternity? To burn in lava?" Kyoko wondered.

"We're almost to the castle guys. C'mon, just a bit further." Goombella said. The girls looked up at the towering castle in front of them, hardly believing that Bowser actually built it in a lake of molten lava.

"So this is Bowser's Castle? Such a forbidding place." Mami commented.

"We've been here alotta times now so we-a know the ins and outs of this place. Of course, his-a castle changes from-a time to time because Bowser likes to renovate it constantly to make it more-a difficult for us." Mario said.

"And-a sometimes, our visits end up destroying his-a castle so he's forced to rebuild from scratch." Luigi continued.

"I see. Of course, we're going to have to hold off the destruction until we have rescued the Princess and Madoka-san." Mami said.

Both of the bros nodded. "Yes. That is-a exactly how it works."

"To be honest, this is actually my first time here in Bowser's Castle. I have faced Bowser a few times in my previous adventure with Mario but never in his home turf." Goombella said.

"You'll be just-a fine Goombella. I know that you can pull through just-a like our adventure." Mario said.

"You're right. Thanks for the motivation Mario." Goombella said.

As the group continued up the pathway to the castle, Sayaka came across a sign put up and read it.

_You are now entering my territory! Keep out unless you are me, a member of the Koopa Troop, or the Mario Bros looking for a death wish! ~Bowser_

"Geesh! Talk about friendly hospitality manners." Sayaka remarked.

"So what is our entry plan Homura-san? Should we sneak inside or should we storm our way in?" Mami asked.

"We better try sneaking inside the castle first. It would be a better advantage for us if we can rescue the Princess and Madoka undetected. Then when that's done, we can confront Bowser and claim that Grief Seed from him." Homura said.

"Sounds good to me. At least it's a lot better than having to charge through a horde of enemies in our wake." Goombella said. The Bros and the Puella Magi all nodded in agreement.

"Alright, it's settled then. Now before we get inside, let me try to contact Madoka-san through telepathy since we're a lot closer to her now." Mami said.

"Telepathy?" The Bros and Goombella wondered.

Mami closed her eyes and concentrated in her mind.

"_Madoka-san! Madoka-san! Can you hear me?_"

* * *

In the prison room:

"_Madoka-san! Madoka-san! Can you hear me?_"

Madoka received Mami's telepathic message and responded.

"_Mami-san! Is that you? Where are you now?"_

"_I'm just outside the castle along with the Mario Bros and the rest of us. Do not worry Madoka-san, we'll free you and the Princess from Bowser very soon. So are you hurt?_"

"_Ie! The Princess and I are just fine. Kyubey is in here with us and he's fine too._"

"_That's good to hear. Alright, just wait for us to get inside and you'll be free in no time._"

"_Just be careful Mami-san! Bowser has a Grief Seed!_"

"_We're already aware of it so don't worry. We already have a plan set up to deal with the Grief Seed after we rescue you so do not worry much about it. Just wait for us ok?_"

"_Hai!_" Madoka physically nodded. The telepathic message was then cut off shortly afterwards.

"Hmm? What is it Madoka?" Peach asked.

"You're right Princess. They are coming to save us just as you said." Madoka smiled.

* * *

Back outside:

"Both Madoka-san and the Princess are just fine. Madoka-san has also confirmed that Kyubey is with them as well." Mami said.

"That's all I need to know. Now let's go ahead and rescue them." Homura said. All the others nodded.

"I hope that damn Incubator didn't make a contract with both of them." Homura thought.

"Gwa ha ha ha ha! Don't get ahead of yourselves Mario gang! I have anticipated your arrival and have special plans to deal with all of you!"

Bowser's voice was broadcasted from his castle which prompted the girls to pull out their weapons in response. Both the Mario Bros got their fists ready for what challenges lie ahead of them.

"Tch! Well so much for our sneaky entry. Looks like we have to deal with this the hard way." Kyoko remarked.

The drawbridge of the castle drops down onto the pathway. Behind the bridge is an army of Koopatrols standing in front of the front door with all their spears pointed at the group, ready to attack.

"This is as far as you go!" One of the Koopatrols said.

"Get ready! They're coming at us!" Goombella said.

The army of Koopatrols charges at the group with their spears. Mami makes the first move and then blasts some of the Koopatrols with her muskets, allowing Sayaka, Kyoko, and the Bros to charge at the army. The Kooptrols try to thrust their spears at them but Sayaka was too quick and struck some of the Koopatrols with her cutlass. Kyoko swings her spear at more Koopatrols around her and because her spear has a much wider range compared to the Koopatrols, the guards are left at a disadvantage and were knocked aside. The Bros take out the remaining Koopatrols with their combined jumping abilities and physical strength, striking them one by one with their fists and hammers while Goombella assists by ramming them with her headbonks. Finally, Homura finishes the last of the army with a blast from her rocket launcher.

"Pfft! Is that all they got?" Goombella taunted. The group approached the front door shortly after the battle and tried to open it but to no avail.

"Dammit! The door is locked!" Kyoko said while trying to bust the door open with her spear.

"Leave this to me." Homura said as she approached the door. Kyoko backed away as Homura placed several pipe bombs onto the door hinges and priming them for detonation. After a few seconds, the pipe bombs explode, blowing the door open and allowing access into the castle.

"Well, that's one way to open a locked door." Goombella commented. "Let's go!"

The group storms inside the castle into the main foyer, which is covered from floor to ceiling with several statues and banners of Bowser everywhere. However as they approached the center of the room, a shadow loomed overhead and the group looked up to see a cage dropping down onto them.

"Look out!" Sayaka shouted. Everyone tried to get out of the way of the dropping cage and spread out across the room to avoid being captured. Unfortunately Homura and Goombella were not close to the edge of the cages' shadow and did not have enough reaction time to avoid it. The cage slammed onto the floor, trapping both of them inside it.

"Ugh! Now what do we do?!" Goombella said.

"Dammit! That Koopa King sure is very persistent if he wants to get rid of us by traps." Sayaka said.

"So-a how do we-a get you out?" Luigi said.

Homura pulled out her rocket launcher. "Stand back! I'm going to blow this cage apart."

"No Homura, don't do it!" Goombella panicked. "This is a very small cage and you'll end up killing me with that blast!"

"We need to find some way to free them out without actually harming them in the process." Mami said while trying to come up with a solution.

"Gwa ha ha ha ha! I congratulate you for breaching my castle but the fun has only just started." Said Bowser's voice that was broadcasted around the room.

Upon hearing Bowser's voice, Homura got angry at the thought of him capturing Madoka during the raid of Peach's Castle.

"Bowser! Release Madoka now!" Homura shouted at the top of her lungs.

"If you want your friend back that badly, you'll have to survive the harsh challenges of my castle. Let's see you have what it takes to keep on your toes. Gwa ha ha ha ha!"

"That demonic Koopa is really asking for it now!" Sayaka said angrily.

Suddenly, the floor around the cage started to lower like an elevator, taking the cage with Homura and Goombella down below.

"Oh no! We need to free them quickly as possible!" Mami said.

"Don't worry about us! Just go on ahead and we'll find a way to catch up with ya later on!" Goombella said.

Afterwards, the cage fully disappeared down the floor as a door with Bowser's insignia imprinted on it closed shut, completely sealing off the shaft. The group is now separated from Homura and Goombella.

"You heard the mushroom gal. Let's go on ahead!" Kyoko said. The rest of the group nodded and continued across the hallway of the castle.

"Are you-a sure your friend will be alright?" Mario asked.

"Homura can pretty much take care of herself. I see no reason to worry about her because she pretty much has experience as a Puella Magi equal to that of me." Kyoko answered.

"She's right. And besides, right now we should focus of rescuing the Princess and Madoka-san. It is our top priority that she handed down to us." Mami said.

"Alright, then let's search the whole castle top to bottom! Anyone who gets in our way will be sliced, pierced, shot, and beaten into nothing!" Sayaka said.

The group of five then approach a three-way fork in the hallways. Both Mario and Kyoko continue straight but as Sayaka, Mami, and Luigi tried to follow them, a tough iron gate immediately closed shut, splitting and separating the whole group into two teams.

"Whoa! Another trap?!" Sayaka said in disbelief.

"Now now! Let's not be hasty. It wouldn't be more fun if all of you had it your way now huh? Gwa ha ha ha ha!"

"So this is what Bowser was planning all along. He's trying to separate us so it will be a better advantage for him and his underlings." Kyoko said.

"Looks like we have no choice but to split up from here. You two continue up that direction while we search the other corridors for Madoka-san and the Princess." Mami said.

Mario nodded. "Yes. Just-a be careful and keep an eye out for Bowser's henchmen."

With that said, Mario and Kyoko continue down the hallway beyond the gate. Sayaka runs down the right corridor and Mami choses the left, while Luigi who was left behind couldn't decide which path he should take.

"Be-a careful out there Bro! Mami, wait for me!"

Luigi decides to follow Mami down the left corridor and runs as fast as he could to catch up with her. Meanwhile with Sayaka, she has already engaged with several Koopatrols down the path and struck them down one-by-one with her cutlass as she continues to force her way through. After dealing with them, Sayaka sees a sign up ahead that reads "Castle Prison Chamber" with an arrow pointing in the direction she was heading.

"Yes! I found them!" She thought as her heart began to beat faster in excitement. However unknown to Sayaka, Bowser Jr. was hiding in a corner of the room up ahead, ready to set an ambush on the approaching Puella Magi. As she entered the room and ran to the center, Bowser Jr. pressed a button on his remote and the floor under Sayaka suddenly opened up to reveal a shaft leading downwards. Gravity wins as the Puella Magi was caught off guard and fell right into the shaft.

"Aaaaaaaaaaaaaaaaaaaah!"

"Ha ha ha ha ha! You fell for it sucker! Serves you right!" Bowser Jr. taunted.

* * *

In Bowser's Throne Room, Kamek displays a holographic map of the castle using his wand. Bowser observes the map and watches each of the Puella Magi located in various parts of his castle due to his traps.

"Looks like everything went according to plan. Now with the Mario gang completely split into individual teams, it'll be a lot easier for me and my minions to deal with them." Bowser said as he smirked.

"It seems Mario and the red-haired girl are wandering the upper floors as we speak. Luigi and the yellow-haired girl are heading down into the basement, and what a surprise. The blue-haired girl found herself into the castle's lava reservoirs. She must've fallen for Bowser Jr.'s trap." Kamek said while observing the map.

"Gwa ha ha ha ha! Those poor girls must be lost now. They must be really desperate to save their friend Madoka. Well it doesn't matter because sooner or later, the girls and the Mario Bros will fall to my new power from the Grief Seed."

Kamek was still suspicious of the fact the Grief Seed is still building up energy and became worried that what Madoka said earlier wasn't a joke after all. But he remained quiet to avoid getting into an argument with his lord (which he knew he would lose) and instead focused on a specific part of the map where Homura and Goombella are located.

"Now then, if you'll excuse me your Gnarlyness. It is time for me to finish off this black-haired time traveller. She is a nuisance to the whole Koopa Troop that must perish!" Kamek said. After closing the holographic map, he then teleported out of the throne room.

"Well one way or another, these girls will soon regret having to cross paths with the mighty Koopa King. I'll show them that my castle isn't anything like a playhouse." Bowser smirked.

* * *

Within the lava reservoirs of the castle, Sayaka, who was still dazed from the fall, gets up to find that she is on a small platform completely surrounded by lava. She was in a long tunnel where the lava was flowing like a river and along the lava surface were several other small platforms heading upstream.

"Damn it! I should've known it wouldn't be that easy." Sayaka said. "Now I have to find a way to get out of here without burning to death."

Sayaka began to jump from platform to platform and headed upstream, carefully timing her jumps as she knew that one misstep will result in instant death. Even though a Puella Magi's survivability rate is greater than normal humans, she was not taking any chances with an accidental dip into the lava and continued jumping for her life.

"How is this even possible that Bowser can build a structure in lava? I can barely take this intense heat."

Suddenly, a fireball jumped out of the lava in front of Sayaka which startled her as she jumped onto the next platform. She narrowly avoids it and nearly loses her balance on the platform upon landing, almost falling into the lava. Sayaka takes a sigh of relief of the close call.

"Guess I spoke too soon. I better get out of here fast."

* * *

Within another section of the castle, the cage containing Homura and Goombella is lowered into a rather spacious and fortified room. After the cage is lowered to the floor, to their surprise, the cage lifted up and released the two from their imprisonment.

"Huh, now we're free. But the question is: where are we now?" Goombella wondered as she looked around.

"Nyehehehehehe! So we meet again black-haired time traveller! Unfortunately for you, this will be the last time you'll be seeing me!"

Homura and Goombella looked up to see Kamek floating across the room from where they're standing.

"You again!" Homura said as she glared intensely at the magician.

"Welcome to the Gauntlet, a series of rooms I have designed originally for the Mario Bros but now that since you're here, I will have the pleasure of finally finishing you off. I doubt that you will survive these rooms' dangerous traps with that curse I put on your time powers." Kamek said.

"Oh yeah, well bring it on you old geezer! I'm up to your challenge and ready to take on anything you throw at me!" Goombella taunted the magician.

"My, such confidence! Let's see if you can keep that with the rest of your natural-born life! Magikoopa Squad! Attack!"

Kamek summons a group of seven Magikoopas all each bearing the same robes and glasses as the magician. Shortly after the summon, Kamek disappeared and all of them attack simultaneously by firing a barrage of magic blasts at Homura and Goombella with their wands.

Homura and Goombella try their best to dodge every blast the MagiKoopas throw at them. As Homura dodged the blasts one-by-one, she quickly countered by firing her pistols at the Magikoopas. Some were struck while the others dodged the fast-moving bullets by teleporting across the room. Goombella quickly rushed up to some of the Magikoopas just as Homura was firing, delivering quick headbonks to each of them while they're distracted. Soon after the attack, all of the Magikoopas disappeared from the room when suddenly, several cannons appeared from the walls and fired numerous Bullet Bills at the duo.

"Whoa! Look out!" Goombella said. Both Goombella and Homura dodge the oncoming onslaught of Bullet Bills fired from various directions. The Magikoopas reappeared and backed up the onslaught with more magic blasts. Homura and Goombella cannot keep up with the barrage and are having a hard time trying to dodge every last one of them.

"Geesh! Talk about overkill!" Goombella said.

"That's enough of this! We're getting out of here!" Homura said. As she was dodging more Bullet Bills and magic blasts, she pointed her rocket launcher at the only visible door in the room and fired, blasting it open. The two quickly make their way to the door and escaped into the next room.

However, the next room they entered was far beyond pleasant. There was a large pool of lava with several platforms jutting out from the surface in a checker-like pattern. On the other side of the pool is another door leading out of the room.

"This must be our next challenge. We'd better clear this one carefully." Goombella said.

But suddenly, the Magikoopas reappeared and fired more magic blasts at the duo, prompting them to jump onto the platforms above the lava. Homura dodges each blasts and counters with her pistols but as she was firing, a shadow loomed overhead above the platform Homura was standing.

"Homura! Above you!" Goombella warned. Upon hearing this, Homura looked up and quickly jumped onto the next platform. Good thing she did because a Thwomp fell onto the platform Homura was previously standing on, avoiding a thousand-ton crushing death.

"That was too close!" Homura said to herself. As Goombella let out a sigh of relief, she felt the platform beneath her began to vibrate and quickly jumped onto the next one as the platform she was previously standing on sunk into the lava.

"Bowser is pulling all the stops on us. He must be really desperate." Goombella said.

Both of the duo continued to jump from platform to platform while dodging more magic blasts from the Magikoopas. Homura anticipated the falling Thwomps by carefully watching their shadows as Goombella quickly jumped from the platforms that sank into the lava. However as soon as they're halfway across the room, the Magikoopas disappeared and a wall with several spikes dropped down from where they entered and started heading towards them.

"Uh oh! Time to make a break for it!" Goombella said in desperation. Homura quickly fired a rocket launcher at the door and blasts it open, allowing them to escape. The two quickly jumped across the remaining platforms and dodged many of the hazards to outrun the spiked wall. They make it onto the other side of the room and exited through the door, just in time to avoid the spiked wall which came to a halt as it hit the wall with the door. As the spiked wall retracted, Kamek appeared and was disappointed that the duo survived two of his challenges.

"Even without her time powers, that girl is still managing to thwart the Gauntlet. Time for me to turn up the heat!" Kamek said.

* * *

Meanwhile in the basement, Luigi and Mami are fighting through waves of Hammer Bros as they try to force their way through. Luigi shoots green fireballs at the Hammer Bros as he dodges their hammers while Mami finishes off the rest of them with fast-moving shots from her muskets.

"I thought I told you once before, never bring a hammer to a gunfight!" Mami taunted.

"You're pretty amazing Mami. I-a have never met-a someone with such skill." Luigi commented.

"Why thank you Luigi. You're pretty amazing as well when you put your courage up on the line." Mami commented back. "I guess it's a brotherly blood bond you have with Mario."

As the two mop up the last remaining Hammer Bros, an army of Dry Bones quickly approaches Mami and Luigi.

"Alright, leave this to me Luigi." Mami said. She then suspended several of her muskets in mid-air and aimed them at the approaching Dry Bone army.

"No wait Mami!" Luigi tried to warn but too late. Mami fired her muskets at all of the Dry Bones, blasting them into several skeletal fragments that litter the basement floor around them.

"See? This is what happens when you cross paths with a Puella Magi." Mami said. However to her surprise, the skeletal fragments started to move and then recollected into one point where they rebuild into a full-fledged Dry Bones. The rest of the fragments followed to rebuild the whole army Mami had obliterated earlier which sends a shock of disbelief through her body.

"Nani?! What is this?" Mami said in shock. She tried firing her muskets at the Dry Bones once again but to no avail. The shattered fragments quickly reform into the undead Koopas shortly after.

"These are Dry Bones Mami. They-a cannot be killed because they're already dead so no-a matter what you do to them, they will-a always come back." Luigi explained.

"So in other words, they're like zombies?" Mami asked.

"Yes. The only way to-a destroy a Dry Bones permanently is to-a become invincible with a Starman but because we-a don't have that, it's-a better to avoid fighting them."

"I see. Well then we have no choice but to run from this battle." Mami said.

Luigi nodded as both of them bolted as fast as they could from the undead army. As the Dry Bones continue to pursue them, both Mami and Luigi see a giant green metallic door ahead of them and ran towards it.

"Could that be where the Princess and Madoka-san are being held?" Mami wondered.

"I-a don't know but anywhere to-a get away from the Dry Bones army! Yaaaaaah!" Luigi panicked.

As both of them approached the door, it suddenly began to open much to their surprise and they quickly ran inside it. They enter an ice-cold room that is covered from floor to ceiling with sheets of ice and everywhere around the room, there are various machinery as well as ice blocks containing frozen figures inside them. However it was hard to tell what was inside the ice blocks as the cold temperature makes them appear hazy. Luigi's entrance into the room was a slippery one as he slipped on the floor and slid into one of the ice blocks.

"What a very interesting room. It's completely cold compared to the rest of the castle." Mami said curiously.

As Luigi got up from his fall, he started to have a sense of déjà vu as he observed the room he was in and the ice blocks. "I've feel like I've been in-a here before." He said.

Suddenly, the door behind them closed, trapping them inside the freezing room. Outside, the Dry Bone army laughed as a Koopatrol and a Hammer Bro stepped out of hiding and approached the door.

"Alright, they're trapped inside the cryogenic chamber*. Now it's time to release the purple abominations on them!" The Hammer Bro said.

"But sir, these things are very dangerous even to the Koopa Troop. Are you sure you want to unthaw them?" The Koopatrol asked.

"That's an order private! We do not want to disappoint our king so we must do anything to rid this castle of the Mario Bros and those girls! Now quickly, release the Shroobs!"

The Koopatrol grabbed a remote from his armor and pressed the button marked "unthaw". Inside the room, the ice blocks began melt and as they did, Luigi and Mami saw that the figures inside them were purple mushrooms with red eyes and only having two fingers on their hands. When their completely unthawed, the mushrooms looked at Mami and Luigi and then started conversing with each other in a completely unknown language. Luigi was completely shocked in horror as he knew who they were.

"YAAAAAAAAAAAH! It's-a them!" Luigi screamed.

"What are these mushrooms?" Mami asked.

"Those are Shroobs! They are-a aliens that-a once invaded the Mushroom Kingdom!" Luigi answered.

"Aliens? Then how did Bowser managed to capture them?" Mami asked.

Suddenly, all of the Shroobs grabbed their laser guns and fired pink energy spheres at the two. Luigi ran away to avoid the incoming fire but Mami tried to defend and counter with her muskets but she was hit by the energy spheres before she could even fire.

"Aaaaaaaaaaaaaaah!"

The Shroobs laughed at Mami when she got hit. Luigi got concerned and checked to see if Mami was alright.

"Are you-a ok?"

"Yes, thank you for asking. I guess it's typical for aliens to shoot first and ask questions later." Mami said.

"Be-a careful Mami. The Shroobs are-a ruthless and they were responsible for the deaths of half the kingdom population."

"Well in that case, we'd better make sure that we eliminate every last one of them. It would be bad if Bowser uses them in his evil schemes." Mami said while pointing her muskets at the Shroobs. Luigi nodded and prepped his fists at his former enemies, ready to attack.

* * *

In the upper floors of the castle, Mario and Kyoko fight through more waves of Bowser's henchmen. Kyoko brings down a gigantic Sledge Bro with her spear as Mario chucked red fireballs at the Shy Guys ahead of them.

"Man, we searched everywhere and we still cannot find them." Kyoko said.

"We-a have to keep searching. Come, let's-a go!" Mario said.

Suddenly, Mario was caught off guard when black shadows emerged from the floor. The shadows materialize into black snakes (some of them bearing various animal faces) and quickly attacked Mario with their jaws.

"Hey! Look out!" Kyoko said as she swung her spear at the snakes, cutting off their heads. The snakes disappear into black mist after being beheaded and Mario let out a sigh of relief.

"Thank you Kyoko. I'm-a guessing that these snakes are-a Bowser's new henchmen."

"No, those were Witch Familiars. The fact that they're appearing right now means that the Witch within the Grief Seed will be born soon." Kyoko explained.

"I-a see, but what do we do about it?" Mario asked.

"Alright, change of plans. We're going to find Bowser and defeat him before that Grief Seed hatches."

"But-a what about the Princess and your friend?"

"I'm sure the others will save them. Besides, if there is a Witch involved then I'll have to hunt it down no matter what. Bowser crossed my line so now I'm going to take that Grief Seed from him!" Kyoko said. Mario understands her duty and nodded in response.

"Heh heh heh! Don't count on it little girl. Me will crush you really good!" said a voice. Mario and Kyoko looked to see Morton along with Lemmy enter the room.

"Oh great, just what we needed!" Kyoko said while pointing her spear at the two Kooplings.

"Ha ha ha! Are you ready for my next act? Because this time, we go for a team match!" Lemmy said while bouncing on his ball.

"Me will break all your bones!" Morton shouted, clenching his fists.

* * *

Back in the Gauntlet, Homura and Goombella enter a vertical room that extends several feet above the floor. Jutting out from the walls are several platforms leading up to what appears to be a barred-off shaft with a ladder.

"That must be our way out." Homura said as she looked up. As the two jumped onto the first platform, suddenly the door into the room slammed shut and several hatches on all four walls opened up. Lava began to pour out of the hatches which formed a small pool on the floor that began to rise up.

"It's always one trap after another isn't it? C'mon, let's hurry!" Goombella said.

Homura nodded and then both of them started climbing the platforms to try to outrun the rising lava. However as Homura stepped on one of the platforms, it began to retract into the wall. Some of the other platforms started retracting as well, forcing the two to desperately climb higher at a much faster pace.

"Geesh! We're toast if we don't hurry it up!" Goombella said.

The two continue to climb thinking they have the rising lava beat when they finally reached the center platform leading to the shaft. But as Homura stepped onto the platform, it crumbled into the lava, leaving them stranded onto an already retracting platform. With the lava quickly catching up, they knew they were in dire situations as the platform they needed to get out was already gone.

"This is not looking good for us!" Goombella panicked as the platform got smaller. Homura looked down into the rising lava and tried to come up with another escape plan.

"Dammit! If only that magician hadn't disabled my time powers, I could freeze time and get out of here easily." Homura thought. "But I cannot fail for Madoka's sake!"

* * *

Within the lava reservoirs, Sayaka struggles to jump from platform to platform to avoid falling into the lava. The intense heat in the tunnel was already starting to get to Sayaka as she felt fatigue setting in, making it difficult for her to avoid the jumping fireballs.

"Uaagggh! I can't take this heat anymore! I'll really burn to death if I don't find an exit soon!"

Soon, Sayaka reached a spot in the tunnel where the lava flow began to spit into two directions. She also heard some machinery noises coming from the direction where the lava came from. Sayaka decides to head into the direction of the noises and after a couple of more jumping from platforms, she finds a spacious room where machinery was pumping lava into the reservoir.

"So this is where the lava was coming from! I better find a way to shut off those pumps before I suffer a heat stroke."

Sayaka climbed onto the main platform of the pump room to find three Fire Bros working on the pump. They quickly turned their attention at the Puella Magi standing before them.

"An intruder has breached the lava pump system! Burn her to ashes!" One of the Fire Bros shouted.

All of the Fire Bros chucked fast moving fireballs at Sayaka in a similar vain to Mario and Luigi. Sayaka dodges the fireballs and quickly rushes the three Fire Bros, striking them with her cutlass and knocking them to the wall unconscious. After dealing with them, Sayaka tried to find a way to shut off the pump and found a rather unusual blue switch with an exclamation mark on it. She wondered if this is the emergency shut off switch.

"I'm guessing if I press this, I should shut off the pump. But how do I activate it?"

Sayaka tried slamming her cutlass onto the top of the switch and to her surprise, it worked. The switch retracted and the sounds of the pump died down as the machinery in the pump room completely shut off, cutting the lava flow to the castle. The lava then quickly hardened into a cool layer of solid basaltic rock which caused the heat around the reservoir to recede. Sayaka sighed in relief that she saved herself from a burning fate.

"Phew! That takes care of the lava problem. Now to get out of here and find the Princess and Madoka-chan."

* * *

Lucky break for Homura and Goombella. When Sayaka shut down the pump, she also cut out the lava flow to the Gauntlet. The rising lava in the room hardened just in time as the platform they were standing on completely retracted into the wall.

"I thought I was done for. I'm not really one for luck but thank the Star Spirits that we're still alive." Goombella said.

"For a second, I thought my whole life flashed briefly before my eyes. "Homura said as she recalled seeing various memories of Madoka in her head just before the lava hardened. "Now let's get out of here! I had enough of this place."

Homura ran across the hardened basalt surface and pointed her rocket launcher up to the bared shaft on the ceiling. She fired the rocket, destroying the iron bars that barricaded the exit.

"Say I was just wondering and I hope I'm not coming off too rude, but what did Kamek meant when he said that you were a time traveller?" Goombella asked.

"Sorry, it's a personal secret that I do not want to reveal to anyone." Homura answered. "But I will say that I have one goal to protect someone and I must do everything in my power to achieve that goal, no matter the odds against me. I must not fail."

"I see. And the person you're trying to save is Madoka correct?"

Homura gave a quick nod in response and then jumped onto the ladder leading up the shaft. Goombella followed and the two climbed the ladder out of the room.

When they emerged from the shaft, they find themselves on the castle's balcony overlooking the main entrance. However Kamek along with one of the Kooplings: Iggy was already expecting them and Homura and Goombella got their stances up as they saw them.

"I don't actually believe this! You, a regular girl, have managed to clear the Gauntlet even without your time powers." Kamek said in disbelief.

"Well sorry to disappoint but I'm not exactly someone you should take lightly. I'm not like the Mario Bros you always face." Homura said.

"Hmph! Fine then, I'll finish you myself! I was in a huge hurry back during the raid so I didn't use my full potential, so now prepare to face the true extent of my magic!"

"Ha ha ha ha ha! You like things that go boom? Because I'll make sure you'll get a nice fireworks show!" Iggy said while preparing his wand.

"Tch! Bring it on!" Goombella said.

* * *

Meanwhile, Sayaka emerges from a warp pipe in the castle (making the same pipe sound effect as she jumped out). She looked around and saw that she was back in the room where she fell through the trap.

"Whoa! Those pipe things sure come in really handy. I wasn't sure if it will lead me out of the tunnel so I'm glad I took the leap of faith back there." Sayaka said. She remembers encountering the warp pipe back in the pump room and was curious as she looked down into it. There was nothing but darkness so she crossed her fingers and jumped into the pipe where not even a few seconds after, she emerged back in the trap room.

"Alright, now to save the Princess and Madoka-chan! I know they're very close!"

Sayaka continued to run through the hallway and enters another room which was completely more furnished compared to the rest of the castle. The door behind Sayaka slammed shut as she confronted Wendy and Ludwig inside the room, pulling out her cutlass and preparing herself.

"I congratulate you for making it this far, but unfortunately if you want to save your friend, you'll have to go through us." Ludwig said.

"Hmph, if it isn't that annoying girl with the sword. Time to pay you back for insulting me in Peach's Castle!" Wendy glared.

"Alright, fine! You want a challenge? I'm up to it you overgrown turtle creeps!" Sayaka said.

"Prepare to face the symphony of our attacks!*" Ludwig said.

* * *

Back in the cryogenic chamber, Mami and Luigi continue to dodge the relentless barrage of energy shots from the Shroobs.

"They sure don't hold back do they?" Mami said. As she dodged more energy spheres, she quickly countered with her muskets and shot some of the Shroobs. The shots go directly through their bodies and they exploded into clouds of purple smog which quickly dissipated afterwards. The other Shroobs retaliated with more shots from their laser guns as Mami continues to dodge every last one of them.

Luigi snuck behind the Shroobs and chucked green fireballs at them. Because the Shroobs were frozen in ice for a long time, they're now extremely vulnerable to fire and they shrieked in pain as they are set ablaze. The Shroobs cannot concentrate as they ran around to try to put out the flames, allow Mami to shoot them with her muskets.

"Good work Luigi! It turns out that these alien mushrooms are a lot weaker than they look." Mami said.

Mami looked at the remaining Shroobs and suspended her muskets in mid-air. At the same time, the Shroobs pointed their laser guns at Mami. Both Mami and the Shroobs stare down each other as they all fired simultaneously, literally turning the room into a danmaku fest. Luigi cowered behind one of the machinery to avoid being caught in the crossfire as Mami's shots impacted the Shroobs, causing them to explode into purple smog until there's nothing left of them. Mami didn't fare better as she also endured all of the Shroobs' shots in pain, receiving some minor wounds.

"Aaaaaaaaaagh! I guess I should've dodged but that would've interrupted my aim. At least all of them are dead now." Mami said.

"That's-a why Shroobs should-a never be taken lightly." Luigi said. "Are you-a alright Mami?"

"Yes, I'm alright. You don't have to worry about me because I'm a Puella Magi so wounds like these will quickly heal in no time."

However, there was one more ice block in the room and it was much larger than the others. As it melted, a red Shroob emerged. Its body was more bulkier than its smaller brethren and it resembled more of a spin-top, containing spikes on top of its head. The Elder Shrooboid.

"ROOOOOOOOAAAAR!"

"YAAAAAAAAAAAH!" Luigi screamed in fear. The Elder Shrooboid immediately attacked Luigi by spinning towards him and he was quickly knocked into the wall.

"Mamma-mia…"

"ROOOOOOOOAAAAR!"

"This one is more aggressive than the others. I better be careful." Mami said.

The Elder Shrooboid than attacked Mami by spinning towards her. She quickly dodged and fired her muskets at the Shrooboid but unlike the smaller Shroobs, it endured the shots which made it even more aggressive.

"ROOOOOOOOOOOOOOAAAAR!"

"Looks like it will take a lot more effort to take this one down. I guess I have no choice then but to use my finisher again."

The Elder Shrooboid charged at Mami once again with a spin attack. She quickly jumped over it and brought out her gigantic gun, aiming it at the red monstrocity who then turned around and spun at Mami again.

"**Tiro Finale!**"

She fired a massive yellow beam at the Shrooboid which penetrated through its body, leaving a mortal wound on the alien mushroom. The beam also penetrated through the metallic wall right behind the Shrooboid and blasting a hole into the next room and several rooms beyond it. The Elder Shrooboid reeled back in pain before finally exploding into a cloud of red smog.

"I think that'll be the last time I will be using Tiro Finale for a while until we get that Grief Seed. Don't want to end up exhausting my Soul Gem."

"That-a move you just used looked really similar to that bounty hunter's Final Smash in the Smash Tournament." Luigi commented. "I-a forgot the name of that bounty hunter though."

"Really? You know, now that I think of it. I'm actually really curious to know more about the Smash Tournament after we rescue the Princess and Madoka-san." Mami said.

"Well look what we have here! A little girl and a small fry of a plumber!" Said a voice coming from the hole in the wall. Luigi and Mami looked to see Roy along with Larry in the next room.

"Aah! It's the Kooplings!" Luigi panicked.

"Heh heh heh! I see you defeated the Shroobs in that freezing room. Well too bad for you because it is now my turn to rumble. Prepare to be crushed!" Roy said while flexing his arms.

"This'll be a lot of fun playing with you two! Are you ready?" Larry said excitedly.

"Alright then. If you want to play with us, then I'd be glad to play with you for a while." Mami said as she pointed her muskets at the Kooplings.

The two teams then got ready to battle.

**End of Chapter**

* * *

**Author's Note: "Phew! Another chapter done. I'm sorry if this took longer to update than expected but I had no internet for the past few days. This was because I had to move somewhere but now I'm settled in and I'm glad to be writing once again. Feedback is appreciated and stay tuned for the battle against the Kooplings! ^_^"**

"**On the side note, are you excited for the release of Madoka Magica: The Battle Pentagram? Because I sure am, that game looks very promising. I just hope it gets localized."**

**"After a LOOOOONNNNG hiatus, this story is finally back. The reason for this absence was because I had a YouTube channel and so I focused on making YouTube videos for the past few months (which didn't actually work out that well). And despite the most recent updates I heard about SSB4, I'm still going to leave the story as it is because I put so much effort into writing it this far so I don't want to rewrite everything from scratch. Other than that, I'm finally back doing what I love: writing. YAY! Now this time, I promise you the next chapter of this arc. ^_^"**

* * *

**Notes:**

*The chapter's title is a reference to "Attack on Titan", one of the most popular anime to have ever existed in history.

*If you have played Mario & Luigi: Bowser's Inside Story, then you would know that Bowser has a cryogenic chamber located in the basement of his castle. Inside the chamber are frozen Shroobs from the preceding game Partners in Time and they are fought as an optional boss battle. However it was unknown how Bowser managed to capture the Shroobs as they all died off at the end of Partners in Time. The Elder Shrooboid however was added to the story just for the heck of it as it didn't really appear in Bowser's Inside Story.

*Ludwig's line "Prepare to face the symphony of my attacks!" is a reference to Tales of Vesperia whare the character from the game: Yeager said the exact same thing to reference Tales of Symphonia. It also has significance as Ludwig's name was originally influenced by Ludwig van Beethoven: a very popular musician from the 18th century.


	8. Koopaling Tag Team Trouble

**Puella Magi Super Smash Magica**

(a Madoka Magica & Super Smash Bros crossover)

* * *

**Chapter 7: Koopaling Tag Team Trouble**

The Puella Magi and the Mario Bros have successfully infiltrated Bowser's Castle, but now they must face up against Bowser's seven children: The Koopalings. Inside the basement of the castle, Mami and Luigi prepare themselves as they confront two of the Koopalings: Roy and Larry.

"This'll be a lot of fun playing with you two! Are you ready?" Larry said excitedly.

"Alright then. If you want to play with us, than I'd be glad to play with you for a while." Mami said as she pointed her muskets at the Koopalings.

"Then prepare to taste raw power! RAAAAAAAHH!"

With a war cry, Roy charged at Mami with his fists. Mami fired her muskets at the charging Koopaling but Roy jumped over them with ease and closed in on Mami. She sidestepped out of the way as Roy hits the stone floor with his fist with enough force to actually make a dent in it. The impact also caused Luigi to lose his footing and stumbled onto the floor afterwards.

"YAAAAAAAAAAAAH!" Luigi screamed as he fell.

"The sheer physical strength of Koopas is just terrifying." Mami said.

"Ha ha ha ha! You should be scared. Because next to my two brothers, I'm the strongest Koopaling there is! Now eat this!"

Roy once again charged at Mami with his fists. This time, Mami quickly jumped over Roy to dodge his blow and then fired her muskets from behind. However, Roy quickly hid inside his shell to protect himself from the shots, which glanced aside at him without making a scratch. He quickly merged from his shell afterwards and jumped towards Mami with his fist closed.

"RAAAAAAAHHHH!"

However this time, Mami did not move from her spot to avoid the blow. Instead, she points her muskets at the approaching Koopaling with his guard down and fired. Without any way to avoid or defend himself from the shots in mid-air, Roy was hit at point-blank range by the shots just before he could land his fist and was pushed back by the recoil of the muskets.

"Gwaaaaaaaah!"

Roy tumbles all over the room.

"You may be strong. But as long as I have firepower on my side, you're at a disadvantage." Mami said.

Infuriated that he got outsmarted, he stood back up and looked back at the Puella Magi with a ticked off expression on his face.

"Grrrr! Fine! If that's how you want to play things, then I'll let you have a taste of your own medicine! Prepare to get blasted!" Roy said angrily as he pulled out his wand.

Luigi tries to get up after being knocked over by the force of Roy's punch. However as he stood up on his feet, Larry sneaked up just behind him ready to strike.

"Surprise!" Larry shouted as he caught the plumber off guard. He shot blue fireballs at Luigi which hit him from behind.

"YAAAAAAAAH!"

"Ha ha ha ha! Come on coward! Is that all you got?!" Larry taunted.

Luigi got up and faced the Koopaling. Determined not to let his taunts faze him, Luigi clenched his fists and prepares himself.

"I am notta coward! Now-a prepare to face the great Luigi!" He shouted.

Luigi ran towards the Koopaling to prove his worth. He shot green fireballs from his hands at Larry but the Koopaling quickly dodged them.

"Ha ha! You missed!" Larry taunted some more. He then retaliated with more blue fireballs from his wand.

Luigi jumped over the fireballs with his gifted high jumping ability and loomed over Larry, delivering a stomp to his head. This caused Larry to instinctively hide in his shell and he began to spin, charging at Luigi at great speed. By now, Luigi was already used to the Koopalings' techniques so he jumped over Larry, which caused the Koopaling to ricochet off the wall back at him.

"Let's-a-go! **Green Missle!**"

Deploying what he learned in the Smash Tournament, Luigi countered Larry by using one of his signature moves: turning his body into a projectile. Luigi impacted the spinning Larry at full force, causing him to retreat out of his shell and tumble onto the floor.

"Aaaagh! Hey, no fair! You're not suppose to use moves like that here. That's cheating!" Larry said angrily.

With a single wave, Roy shot several pink fireballs from his wand at high velocity which quickly closed in on Mami. She tried to dodge the fireballs but couldn't keep up with their speed, so they hit Mami at full force.

"Aaaaaaaaaaah!"

"Ha ha ha ha! Not so much at an advantage now huh!" Roy taunted.

"Aaaagh… Looks like things are about to get serious now." Mami said while getting up. She retaliated with more shots from her muskets.

Roy continued to dodge her shots and fired more pink fireballs from his wand. Mami observed each of the fireballs' patterns and carefully timed her movements to dodge out of the way. She jumped in the air and suspended her muskets in mid-air, firing them all at once. But Roy once again hid in his shell and began spinning, deflecting all of the shots that were coming at him.

"That's enough play time for you little girl! Time to end this!" Roy said.

Luigi continues to dodge wave after wave of blue fireballs shot by Larry. Attempting to get in close for another strike.

"Take this! Take that! Take all of em! Ha ha ha ha!" Larry shouted as he continued his relentless barrage.

When Luigi saw an opening, he quickly slid beneath the incoming fireballs and ran towards Larry. Unfortunate for Luigi, his bad luck was about to strike at the worst time possible. He tripped on a stone fragment of the wall he didn't see coming and left himself wide open to an approaching fireball.

"Mamma mia!"

The fireball struck Luigi and sent him flying across the room.

"YAAAAAAAAAAAAH!"

"Ha ha ha! Oh what's wrong? Player error? Well then allow me to "fix" ya up!" Larry remarked.

Seeing the opportunity, the Koopaling jumped towards Luigi to smash him with his wand in an attempt to finish him off. The dazed plumber couldn't do anything as he was now defenceless and helpless from the last attack. He sat there scared as he watched Larry close in on him fast.

"HYAAAAAAAAAAAA!"

"Mario! Help-a me!"

**KRIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIING!**

Luigi didn't know what happened. Before, he was just sitting there scared and helpless as Larry was about to finish him off. Now all of a sudden the tides have completely turned. Luigi delivered a swift uppercut punch to Larry's face, sending him flying towards the ceiling of the room.

"GAAAAAAAAAHHG!"

Larry hit the ceiling so hard that his limbs spazzed out for a couple of seconds before falling back down to the floor unconscious.

"Uuuuuuugh…"

"I… I won?" Luigi said in disbelief as he looked at his hands.

Roy continued to fire waves of pink fireballs as he dodged and blocked off Mami's shots. But as soon as he saw his brother Larry knocked out, he stopped in his tracks and glared intensely at Luigi.

"Grrrrrrr! I can't believe a cowardly weakling like you defeated my brother! Now you're really going to get it small fry!"

"Are you forgetting about someone?" Mami said as she fired her muskets.

Roy was too distracted to notice the incoming shots in time and was hit by the onslaught. This made him stagger as he turned back to face his opponent.

"Grrrgh… Why you…"

Mami surprised Roy by wrapping him in yellow magic ribbons, trapping and constricting the Koopaling. The force of the squeeze from the ribbons caused him to drop his wand and was unable to attack.

"Wha? Hey! Let me go!" Roy shouted as struggled to get out.

But Mami never said a word. She only gave Roy her signature wink as she made several muskets appear directly right in front him.

"Wha! Nooooo!" Roy panicked.

"Farewell! **Parottora Infinita!**"

All of the muskets fired consecutively at Roy at point-blank range, sending him flying into several rooms through the hole in the wall made earlier by Mami's Tiro Finale.

"UUUUUWAAAAAAAAAAA!"

Roy then hits a wall with enough force to imbed his shell against it, hanging off it dazed and semi-unconscious like a stuffed animal wall-hanging. The big brute of the Koopalings was finally down for the count.

"And that wraps up our grande match." Mami said cheerfully.

"That-a was amazing. I-a cannot believe we-a actually pulled through." Luigi said.

"I was actually surprised you had that much strength within you Luigi. You pulled off a very impressive punch back there." Mami commented.

"To be-a honest, I-a never really knew how to pull that off though. All I-a know is that back in the Smash Tournament, I was sometimes able to pull off an instant KO with that-a punch. I never understood how that works." Luigi explained.

"Well for now, let's save that discussion for later. We still have to look for the Princess and Madoka-san." Mami said. Luigi nodded and the two continued their search.

* * *

Morton charged at Kyoko with full force, ready to strike her with his fists.

"GRAAAAAAAAAAAH!"

Kyoko jumped out of the way to avoid the blow, but Mortan kept on charging at the Puella Magi relentlessly and pulling off more punches. She keeps on dodging his blows until she was forced up against the wall. When Morton throws his next punch, Kyoko sidesteps out of the way and Morton's fist hits the hard stone wall, going through it like it was made of nothing but paper.

"Whoa! He wasn't kidding when he said he'll break my bones. That's some strength." Kyoko said.

"Me only getting started. Raaaaaaaah!"

Morton charged at Kyoko again with his fists drawn out. However Kyoko countered the charging Koopaling by splitting her spear into sections and swung it around Morton, wrapping it around him like a rope. Now trapped, Kyoko swung her whip spear with Morton down to the floor as hard as she can.

"Gaaaaaaagh!"

"Hmph! Serves you right for using just brawn idiot!" Kyoko taunted.

Lemmy used his wand to shoot circus balls at both Mario and Kyoko. Mario jumps out of the way but when Kyoko sees the less-threatening projectiles coming at her, she just stood there unfazed and popped the balls with the blade tip of her spear. Kyoko glared at Lemmy with a disappointed look in her face.

"Ha ha! Come on, join the party. I promise it will be a lot of fun." Lemmy said excitingly.

"Balls? Are you freaken' kidding me? Get serious you brat!" Kyoko said, not amused.

"Be-a careful Kyoko. Lemmy's a trickster so you-a don't know what he could do." Mario warned.

"Now here's my next act: Waltz of the Dancing Balls! Ha ha!"

Lemmy pointed his wand in the air and made several circus balls appeared, bouncing across the room as if it was like being in a funhouse. Kyoko, who was really getting annoyed by the charade, began to pop the balls one-by-one with her spear.

"This is getting stupid you little brat!" Kyoko said.

But when Kyoko was about to pop the next ball, to her surprise, the ball started to glow and then exploded like a bomb. The force of the explosion sends Kyoko flying towards the wall.

"Aaaaaaagh!"

"Ha ha ha! I bet you didn't see that coming didn't you!?" Lemmy taunted.

Mario continues to jump out of the way of the bouncing balls and punched some of them aside. But then suddenly, one ball catches Mario by surprise when it magically transformed from a harmless circus ball into a deadly spike ball. Mario quickly moves out of the way as the spike ball drops dead on the floor. But then Mario was caught off guard when another circus ball transforms into a fireball and closes in on him, hitting him from behind.

"Aieeeeeeeeee!"

"Come on, have some more. The fun has only just started." Lemmy said while summoning more balls.

"Tch! I had enough of this brat's illusionary game. I'm ending this now!" Kyoko said.

With that said, Kyoko started to build up energy within her spear and prepared to unleash her next move.

"**Heretic Inquisition****!**"

Kyoko unleashed a barrage of black spears from the floor, striking each circus ball in the room. Most of the balls just simply popped but some exploded and others transformed into said spike balls and fireballs, exposing Lemmy's illusion.

"Wait! What?!" Lemmy said in disbelief.

"Good idea Kyoko. Now its-a my turn!" Mario said as he followed. He shot several red fireballs from his hands and struck the last remaining balls within the room, foiling the rest of Lemmy's illusion. Lemmy was starting to get desperate.

"Ahhhhh! My beautiful circus balls! You're going to pay for that! Now prepare for my grand finale act!"

Lemmy waved his wand to make the ball he was balancing on grow twice his size. He then began to bounce the giant ball towards Kyoko and Mario in a desperate attempt to crush them. But Kyoko was still unfazed by Lemmy's childish tenacity.

"That's enough playtime out of you brat!" Kyoko said angrily. As Lemmy was about to come down at her, she thrust her spear right through Lemmy's giant ball which caused it to burst into a giant air explosion. The force of the burst sends Lemmy flying into the ceiling and as he fell back to the floor, Mario rushed towards him and delivered a punch to finish him off.

"Gaaaaaauuugh!"

Lemmy tumbled onto the floor knocked out.

"Perhaps you should join a circus kid. Battles are not cut out for the likes of you." Kyoko taunted.

However, both Kyoko and Mario were soon caught off guard as a barrage of grey fireballs hits them from behind.

"Aaaaaaaagh!"

They turned around to see Morton, who was still on his feet after being knocked down by Kyoko's spear earlier. Extremely ticked off, he now has his wand drawn out and glared at the two menacingly.

"Me not done yet!" Morton shouted angrily. He then jumped high in the air above them and tucked into his shell. Both Mario and Kyoto move out of the way as Morton slammed onto the floor, creating a large crater at the spot they were previously standing.

"This guy seriously needs anger management." Kyoko remarked.

"GRAAAAAAAAAAH!" Morton shouted as he shot more grey fireballs from his wand. Both Mario and Kyoko dodge the onslaught as they try to get in close at the enraged Koopaling. Mario quickly approaches Morton and delivers a kick to his face, causing him to stagger back. Kyoko follows with a powerful swing with her spear and knocks the Koopaling aside.

"Graaaaaaagh…"

However this made Morton even more angrier than before. As he recovered from the blow, he became enraged to the point where he picked up his knocked out brother Lemmy and started using him as a throwing projectile.

"GRAAAAAAAAAAAH!"

"Whaaaaaa! Morton! What do you think you're doing to me?!" Lemmy panicked.

Morton chucked Lemmy so hard that Lemmy felt immense G-Force as he was hurled towards Mario and Kyoko.

"YAAAAAAAAAAAAAAAAAAAAAAAAH!"

Kyoko was quick with her reactions and used her spear to bat the Koopaling back at Morton, hitting him in the head. This knocks out Lemmy completely unconscious while Morton was stunned by the impact and was too dizzy to react back, leaving him vulnerable.

"Uuuuuuuuuugh…."

"Alright! Time to finish him for good!" Kyoko said. She quickly rushed towards the stunned Koopaling and delivered a powerful thrust with her spear. The thrust pushes Morton right out the window, shattering the glass. And gravity does the rest as the Koopaling plummets a couple of stories down from the upper floor to his defeat.

"Waaaaaaaaaaaaaaaah!"

Morton hits the roof of the castle's lower levels, knocking him out completely. Kyoko looks down at the knocked out Morton from the shattered window above.

"Heh! I don't think he will be getting back up after that." Kyoko remarked.

"Very good-a effort defeating the Koopalings Kyoko. You-a really do have some skill." Mario commented.

"Just you wait plumber. As soon as this is over, you and me will be having a rematch. I'm not going to take the humiliation of my last loss for granted." Kyoko said.

Mario nodded in agreement. "Very well. I-a will accept your challenge."

"Alright. Now enough talk, it's time to storm Bowser's throne room and take back the Grief Seed!" Kyoko said.

* * *

Meanwhile, Sayaka was about to confront Wendy and Ludwig in a 1 on 2 match. Sayaka draws out her cutlass as the Koopalings prepare to attack with their wands.

"Prepare to face the symphony of our attacks!" Ludwig said, firing a stream of purple fireballs at Sayaka. Wendy follows by firing a barrage of gold energy rings.

With her quick speed, Sayaka has no trouble dodging the fireballs and the rings. She quickly closes in on the Koopalings and prepares to strike them with her cutlass.

"**Typhoon Slash!**"

Sayaka unleashes a powerful whirlwind around her and strikes both of the Koopalings at once, sending them flying in various directions towards the walls of the room.

"Aaaaaaaaaaaah!"

"Gwaaaaaaaaaaaaah!"

"Some "symphony" you two pulled off. That was pathetic." Sayaka taunted.

"Go ahead, talk all you want. I'll have you know that I am a composer of the great Koopa Symphonies of all the Koopa Troop. You have no right to criticize my elegant status!" Ludwig bosted, retaliating with another stream of fireballs.

Sayaka dodges the stream and makes her own remark as she closes in on Ludwig again.

"Huh, is that so. Well I know a friend who is a lot better composer than you!"

Ludwig manages to dodge Sayaka by jumping out of the way of her attack range. Still remaining close to deliver a counterattack.

"Now you're asking for it. Eat this!" Ludwig shouted.

This time, Ludwig fired a lightning bolt from his wand. Without much time to react, the bolt hits Sayaka and instantly electrocutes her because her cutlass acted like a lightning rod, making it a good conductor for the electricity to surge through her body. Sayaka was paralyzed by the attack.

"Aaaaaaaaaaah!"

Seeing the opportunity, Wendy fires a barrage of energy rings at Sayaka. The rings hit her at full force and Sayaka was sent flying towards the wall.

"Aaaaaaaaagh…"

"Hmph! Serves you right!" Wendy taunted.

As Sayaka was trying to recover from the attack, Wendy waves her wand and made energy rings appear around Sayaka's arms and legs, constricting her movements with their combined weight.

"Hey! What the…" Sayaka said as she found it hard to lift even her arms.

"That should keep you from running around." Wendy remarked.

"Heh heh heh! Let's see how you fair without your fancy speed little girl. Alright Wendy, it's time to perform the swimming act!" Ludwig said.

"Right!" Wendy nodded. When she waved her wand in the air, she blocked off the room exits with watertight doors and began filling the room with water. Ludwig created a wooden platform for him to stand on as the water level increased while Wendy remained on the floor to deal with Sayaka. She began to panic as the water level eventually filled passed the height of her head. And with the rings weighing her down, she cannot swim back up to the surface for air. Sayaka is now in danger of drowning as she looked back at her opponent Wendy who was already to attack.

"No, this is not good. I don't know how long I can last without air." Sayaka thought.

"You are so finished! I specialise in underwater combat so prepare to face the full extent of my fury!" Wendy said.

She charged at Sayaka in a spiral at full speed and hit her hard. Sayaka tries to counter with her cutlass but the water and the combined weight of the rings made her too slow. Wendy easily dodges the cutlass and this time swam up from behind Sayaka and struck her again, and again, and again. Each repeated strike also made it difficult for Sayaka to hold onto her breath and she began to fear the worse.

"I can't hold on much longer." Sayaka thought.

"Here comes my finishing blow! This is what you get for insulting me!" Wendy said as she prepared her wand. She made an underwater boost ring appear and swam through it, increasing her velocity in the water. Wendy quickly closed in on Sayaka and hit her full force, causing her to lose her remaining breath underwater. Unable to breathe anymore, Sayaka's vision began to fade as she slowly drowned under the mercy of her opponent.

"Heh! Well I guess that wraps that up." Ludwig said as he observed from his floating wooden platform.

"No… I can't fail yet. I have to… continue fighting on for the sake of everyone, my friend Madoka-chan, and most importantly…"

Sayaka had a vision of her hospitalized love interest Kyousuke Kamijou back in Mitakihara.

"I have to win for Kyousuke-kun no matter what! I can't let his wish be in vane after so much I've been through to make him happy!"

Sayaka's Soul Gem began to glow very brightly and as it did, Sayaka was covered by a blue aura which grants her the ability to breathe underwater. The rings that were restricting her movements shattered into pieces under the power of the aura and for an added bonus, Sayaka's legs transformed into a mermaid's tail* due the presence of water around her. Both Wendy and Ludwig were surprised by the sudden transformation.

"What is this madness?" Ludwig said in disbelief.

"Hey no fair! Using that trope just to survive is cheating!" Wendy said.

"Well sorry to disappoint, but sometimes you can't have things go your way!" Sayaka remarked. "Now it's my turn!"

"I don't think so! Begone already!" Wendy shouted as she fired more energy rings at Sayaka. However with the newly gained mermaid tail, this made Sayaka even faster in the water and she quickly dodged the incoming rings. Sayaka got her cutlass ready and quickly closed in on Wendy, who was really desperate to finish her off. She tried to use the same ring trapping technique before to slow Sayaka down but by the time she waved her wand, it was too late. Sayaka delivered a powerful thrust at Wendy with her cutlass and sends her surging through the water at high velocity and hits the wall.

"Gaaaallllaaaaallllaaaghl…."

But Sayaka wasn't done yet. She swam towards Wendy and tossed her around the water with slaps from her mermaid tail. And for extra good measure, Sayaka grabbed the now unconscious Koopaling by her arm and slammed her straight down onto the floor just to make sure she was down for good.

Ludwig was now dumbfounded. As he watched his knocked out sister float back up to the surface, he became angry and used his wand to drain the water out of the room. Sayaka's tail transformed back into her legs as a result and Ludwig jumped down from his platform to confront the Puella Magi.

"How dare you defeat my little sister! Now you're really going get it!"

"She asked for it! Besides, now it's your turn for a beating!" Sayaka said.

"Bring it on!" Ludwig shouted. He fired a stream of purple fireballs at Sayaka which she dodges without hesitation, using her speed as her helpful asset. Sayaka closes in on Ludwig once again but to her surprise, Ludwig quickly jumps high into the air and began fluttering his legs to somehow (defying the laws of gravity) keep himself airborne. He continues fluttering in the air a couple of times to trick Sayaka into thinking that he was going to slam down on her before finally stopping to perform a ground pound with his shell. Ludwig drops down and Sayaka quickly moves out of the way as he slams down on the floor with the same force as Morton.

Sayaka bounces off the wall and closes in on Ludwig again, preparing to strike with her cutlass. But Ludwig counters the sword with his own wand and he retaliates with another lightning bolt.

"Haaaaaaaaah!" Ludwig shouted as he fired the bolt at Sayaka. But this time, Sayaka anticipated the attack and quickly moved out of the way to avoid being paralysed.

"That won't work on me the second time!" Sayaka taunted.

"I am the eldest of the Koopalings, a very superb musician, and the next heir to inherit my father's throne. I will not allow myself to get defeated by a little girl!" Ludwig shouted.

In a last attempt to take down the Puella Magi, Ludwig then shot out fireballs from his mouth just like that of his father Bowser to prove his might. Sayaka dodges each fireball as she quickly closes in on Ludwig, this time covered by a blue aura from her Soul Gem and ready to finish the Koopaling off.

"Here it goes! **Shooting Stinger!**"

Sayaka throws her cutlass covered by a blue aura at high speed towards Ludwig, penetrating through his fireballs as it quickly closes in on the Koopaling. Because Ludwig couldn't see the sword coming due to the glow of his fireballs, it strikes Ludwig at full force completely unaware of the approaching attack.

"Gwaaaaaaauuuuuuuuugh!"

Ludwig was sent flying towards the wall and hits his head against it, ruining his Beethoven hairstyle as he fell back on to the floor unconscious.

"Uuuuuuuugh…"

Sayaka approaches the knocked out Koopaling, placing her foot on top of him as a gesture of victory.

"Oh, and for the record, say something original next time. That line you just said earlier about heir pride is too clichéd." Sayaka remarked. And to add insult to injury…

"Also, you'll never amount to Kyousuke-kun! Ever!"

With Ludwig's defeat, the watertight doors blocking the exits opened and Sayaka exits the room. Getting ever closer to the prison chamber.

"I feel her. Madoka-chan is very close by!" Sayaka thought as she ran across the hallway.

Sayaka approaches the prison door and quickly takes out the two Koopatrols guarding it with her cutlass. Both Peach and Madoka on the other side of the room heard the commotion outside and went to check to see what's going on.

"Princess! Madoka-chan! Are you two ok?" Sayaka said through the window.

"Sayaka-chan! Is that you?" Madoka said.

"We're both fine Sayaka. Thank you for coming to rescue us." Peach smiled.

"Alright, that's all I need to hear. Now stand back! I'm going to break this door open so I can set you two free." Sayaka said.

Both Peach and Madoka nodded and moved out of the way of the door. Sayaka takes a few steps back and then charges at the door at full speed, breaking through it with her cutlass.

"Alright you two. It's time to find the rest of everyone and get out of here. Just follow me." Sayaka said.

"Hai!" Both Peach and Madoka nodded. "Come on Kyubey, let's go."

Kyubey didn't say a word but he agreed to Madoka and followed her out of the room alongside Peach and Sayaka.

* * *

Mario and Kyoko continued climbing the floors of the castle to reach Bowser's throne room. They finally reach a long stairway that was covered in a thick red carpet, has portraits of Bowser decorated across the walls, and gold Bowser statues running alongside the stairway. Both knew that they were getting close.

"Bowser's throne room is-a just up ahead. Come on, let's-a-go!" Mario said.

"I can feel the power of the Grief Seed. It's increasing." Kyoko said.

However as they began to climb the stairway, Bowser Jr. quickly rushes towards them from behind in his own Koopa clown car.

"Not so fast! You're not getting any closer to Papa!" Bowser Jr. shouted.

Both Mario and Kyoko turned around to see the brat close in on them.

"Great! Just one more problem to take care of." Kyoko said as she pulled out her spear.

**End of Chapter**

* * *

**Author's Note: "Due to the lengthy amount of detail I put into the battles, I have decided to save the last two against Kamek, Iggy, and Bowser Jr. for the next chapter. Other than that, I'm satisfied with this chapter and I hope you'll enjoy the effort I put into it. ^_^ Also note that this is my first time using the Puella Magi's moves from The Battle Pentagram so what I know of these moves is based off the info I got from the Madoka Wiki. So forgive me if some of the moves I portrayed are inaccurate."**

* * *

**Notes:**

*Canonically speaking, Sayaka does not have the power to transform into an actual mermaid outside her Witch form in the anime, movies, and the games. But I decided to add this feature based off the fact that the concept of Sayaka and her Witch form Octavia has some relevance towards the story "The Little Mermaid". This is coupled by the fact that her themes are based off water, music, and love, creating more of a connection to the story. Not to mention the countless fan art I have seen of Sayaka being portrayed as a mermaid because of this.

* * *

Special thanks to MagicalGamer64 for correcting the name of Kyoko's black spear move.


End file.
